Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 3, 2015 (November 2, 2015)

HOLLY ENERGY PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware

001-32225

20-0833098

(State of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

2828 N. Harwood, Suite 1300, Dallas, Texas 75201

(Address of Principal Executive Offices)

(214) 871-3555

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement

On November 2, 2015, Holly Energy Partners — Operating, L.P. (“HEP Operating”), a wholly-owned subsidiary of Holly Energy Partners, L.P. (“HEP”), closed its previously announced acquisition from Frontier El Dorado Refining LLC (“FEDR”), a wholly-owned subsidiary of HollyFrontier Corporation (“HollyFrontier”), of a naphtha fractionation tower (the “NFU 2”) and a hydrogen generation unit (the “HGU3” and, together with the NFU2 the “Assets”) located at FEDR’s El Dorado, Kansas refinery (the “Acquisition”). The Acquisition is effective as of November 1, 2015. HollyFrontier controls the general partner of HEP.

LLC Interest Purchase Agreement

On November 2, 2015, HollyFrontier, FEDR and HEP Operating entered into a LLC Interest Purchase Agreement (the “Purchase Agreement”), with an effective date of November 1, 2015, pursuant to which HEP Operating acquired from FEDR all of the issued and outstanding membership interests (the “Interests”) of El Dorado Operating LLC (“El Dorado Operating”), which owns the Assets. The cash consideration paid by HEP Operating for the Interests was $62.0 million. The Acquisition was closed simultaneously with the signing of the Purchase Agreement.

HollyFrontier has agreed to unconditionally guarantee the payment of certain obligations under the Purchase Agreement.

The description of the Purchase Agreement herein is qualified by reference to the copy of the Purchase Agreement filed as Exhibit 10.1 to this report, which is incorporated by reference into this report in its entirety.

Master Tolling Agreements

Master Tolling Agreement (Refinery Assets)

On November 2, 2015, in connection with the closing of the Acquisition, FEDR and HEP Operating entered into a 15-year tolling agreement for the HGU3 (the “HGU3 Tolling Agreement”) with an effective date of November 1, 2015. FEDR has the option to extend the term for one additional five-year period. Pursuant to the HGU3 Tolling Agreement, HEP Operating will provide processing services to FEDR on the HGU3. FEDR will pay HEP Operating a tolling fee of $4.07 per thousand standard cubic feet per day (“MSCFD”) of fungible natural gas based on a minimum commitment of 5,948 MSCFD.

These tolling fee is subject to various adjustments, including limited upward adjustments (a) for changes in the Producer Price Index-Commodities-Finished Goods (“PPI”) produced by the U.S. Department of Labor, Bureaus of Statistics and the annual HollyFrontier merit compensation adjustment; provided, that the change in PPI in any year shall not be less than one percent or more than three percent, (b) if actual operating expenses for the HGU3 exceed assumed operating expenses, (c) if HEP Operating incurs any capital expenditures relating to the construction and start-up of the HGU3, and (d) if the costs and expenses, including catalysts, reasonably incurred by HEP Operating in the first turnaround of the HGU3 exceed the accrued turnaround cost. In addition, if the aggregate cost of gas incurred by HEP Operating in connection with the operation of the HGU3 exceeds $136,156 in a calendar month, FEDR will reimburse HEP Operating the amount by which the aggregate cost exceeds $136,156.

HollyFrontier will guarantee the obligations of FEDR under the HGU3 Tolling Agreement, and HEP will guarantee the obligations of HEP Operating.

The description of the HGU3 Tolling Agreement herein is qualified by reference to the copy of the HGU3 Tolling Agreement, filed as Exhibit 10.2 to this report, which is incorporated by reference into this report in its entirety.

Master Tolling Agreement (Operating Assets)

On November 2, 2015, in connection with the closing of the Acquisition, FEDR and HEP Operating entered into a 15-year tolling agreement for the NFU2 (the “NFU2 Tolling Agreement”) with an effective date of November 1, 2015. FEDR has the option to extend the term for one additional five-year period. Pursuant to the NFU2 Tolling Agreement, HEP Operating will provide processing services to FEDR on the NFU2. FEDR will pay HEP Operating a tolling fee of $0.36 per barrel of light naptha and heavy naptha based on a minimum commitment of 48,750 barrels per day.

These tolling fee is subject to various adjustments, including limited upward adjustments (a) for changes in the Producer Price Index-Commodities-Finished Goods (“PPI”) produced by the U.S. Department of Labor, Bureaus of Statistics and the annual HollyFrontier merit compensation adjustment; provided, that the change in PPI in any year shall not be less than one percent or more than three percent, (b) if actual operating expenses for the NFU2 exceed assumed operating expenses, (c) if HEP Operating incurs any capital expenditures relating to the construction and start-up of the NFU2, and (d) if the costs and expenses, including catalysts, reasonably incurred by HEP Operating in the first turnaround of the NFU2 exceed the accrued turnaround cost. In addition, if the aggregate cost of gas incurred by HEP Operating in connection with the operation of the NFU2 exceeds $73,610 in a calendar month, FEDR will reimburse HEP Operating the amount by which the aggregate cost exceeds $73,610.

HollyFrontier will guarantee the obligations of FEDR under the NFU2 Tolling Agreement, and HEP will guarantee the obligations of HEP Operating.

The description of the NFU2 Tolling Agreement herein is qualified by reference to the copy of the NFU2 Tolling Agreement, filed as Exhibit 10.3 to this report, which is incorporated by reference into this report in its entirety.

Thirteenth Amended and Restated Omnibus Agreement

On November 2, 2015, in connection with the closing of the Acquisition, HollyFrontier, HEP and certain of their respective subsidiaries entered into a Thirteenth Amended and Restated Omnibus Agreement (the “Thirteenth Amended Omnibus Agreement”), with an effective date of November 1, 2015. The Thirteenth Amended Omnibus Agreement amends and restates the Twelfth Amended and Restated Omnibus Agreement, dated effective as of January 1, 2015, to, among other things, subject the Assets to HollyFrontier’s right of first refusal to purchase HEP’s assets that serve HollyFrontier’s refineries.

The description of the Thirteenth Amended Omnibus Agreement herein is qualified by reference to the copy of the Thirteenth Amended Omnibus Agreement, filed as Exhibit 10.4 to this report, which is incorporated by reference into this report in its entirety.

Amended and Restated Secondment Agreement

On November 2, 2015, in connection with the closing of the Acquisition, Holly Logistic Services, L.L.C. (“Holly GP”), the general partner of the general partner of HEP, HEP Operating, El Dorado Operating, Cheyenne Logistics LLC (“Cheyenne Logistics”), a wholly-owned subsidiary of HEP, El Dorado Logistics LLC (“El Dorado Logistics” and, together with Holly GP, HEP Operating, El Dorado Operating and Cheyenne Logistics, the “Partnership Group”), a wholly-owned subsidiary of HEP, Frontier Refining LLC (“Frontier Refining”), a wholly owned subsidiary of HollyFrontier, FEDR, and HollyFrontier Payroll Services, Inc. (“HPS” and, together with Frontier Refining and FEDR, the “HollyFrontier Group”), a wholly owned subsidiary of HollyFrontier, entered into an Amended and Restated Services and Secondment Agreement (the “Amended and Restated Services and Secondment Agreement”), with an effective date of November 1, 2015. The Amended and Restated Services and Secondment Agreement amends and restates the Services and Secondment Agreement, dated effective as of January 1, 2015, to, among other things, provide for the secondment of employees by the HollyFrontier Group to the Partnership Group for the purposes of performing operational, maintenance and management activities related to the Assets. During their period of secondment, the seconded employees will be under the management and supervision of the Partnership Group.

The Partnership Group will reimburse the applicable HollyFrontier Group member for all necessary and reasonable costs and expenses incurred by such HollyFrontier Group member with respect to the seconded employees, including their wages and benefits, based on either the percentage of time such seconded employee provides services to the Partnership Group or time such seconded employee actually spends providing services to the Partnership Group.

The description of the Amended and Restated Services and Secondment Agreement herein is qualified by reference to the copy of the Amended and Restated Services and Secondment Agreement, filed as Exhibit 10.5 to this report, which is incorporated by reference into this report in its entirety.

Amended and Restated Master Lease and Access Agreement

On November 2, 2015, in connection with the closing of the Acquisition, FEDR, El Dorado Operating and certain other subsidiaries of HollyFrontier and HEP, entered into an Amended and Restated Master Lease and Access Agreement (the “Amended and Restated Master Lease and Access Agreement”), with an effective date of November 1, 2015. The Amended and Restated Master Lease and Access Agreement amends and restates the Master Lease and Access Agreement, dated effective as of January 1, 2015, to provide for a 50-year initial term lease by FEDR to El Dorado Operating, for a nominal amount, of the real property on which the Assets are situated. Pursuant to the terms of the Amended and Restated Master Lease and Access Agreement, FEDR has agreed to permit El Dorado Operating and its affiliates to have access to the Assets. The Amended and Restated Master Lease and Access Agreement also provides that, (i) following termination or expiration of the HGU3 Tolling Agreement with respect to the HGU3, FEDR will have the option to purchase the HGU3 for fair market value, and (ii) following termination or expiration of the NFU2 Tolling Agreement with respect to the NFU2, FEDR will have the option to purchase the NFU2 for fair market value.

The description of the Amended and Restated Master Lease and Access Agreement herein is qualified by reference to the copy of the Amended and Restated Master Lease and Access Agreement, filed as Exhibit 10.6 to this report, which is incorporated by reference into this report in its entirety.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description

10.1		LLC Interest Purchase Agreement dated as of November 2, 2015 by and between HollyFrontier Corporation, Frontier El Dorado Refining LLC and Holly Energy Partners – Operating, L.P.

10.2		Master Tolling Agreement (Refinery Assets) dated as of November 2, 2015 by and between Frontier El Dorado Refining LLC and Holly Energy Partners-Operating L.P.

10.3		Master Tolling Agreement (Operating Assets) dated as of November 2, 2015 by and between Frontier El Dorado Refining LLC and Holly Energy Partners-Operating L.P.

10.4		Thirteenth Amended and Restated Omnibus Agreement dated as of November 2, 2015 by and among HollyFrontier Corporation, Holly Energy Partners, L.P. and certain of their respective subsidiaries

10.5		Amended and Restated Services and Secondment Agreement dated as of November 2, 2015 by and among Holly Logistic Services, L.L.C., Holly Energy Partners-Operating L.P., El Dorado Operating LLC, Cheyenne Logistics LLC, El Dorado Logistics LLC, HollyFrontier Payroll Services, Inc., Frontier Refining LLC and Frontier El Dorado Refining LLC


Exhibit No.		Description

10.6		Amended and Restated Master Lease and Access Agreement dated as of November 2, 2015 by and among Frontier El Dorado Refining LLC, Frontier Refining LLC, Holly Refining & Marketing – Tulsa LLC, Holly Refining & Marketing Company – Woods Cross LLC, Navajo Refining Company, L.L.C., El Dorado Operating LLC, El Dorado Logistics LLC, Cheyenne Logistics LLC, HEP Tulsa LLC, HEP Woods Cross, L.L.C. and HEP Pipeline, L.L.C.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


HOLLY ENERGY PARTNERS, L.P.

By:	HEP Logistics Holdings, L.P., its General Partner

	By:	Holly Logistic Services, L.L.C., its General Partner

		By:	/s/ Richard L. Voliva III
		Name:	Richard L. Voliva III
		Title:	Vice President and Chief Financial Officer

Date: November 3, 2015

EXHIBIT INDEX


Exhibit No.		Description

10.1		LLC Interest Purchase Agreement dated as of November 2, 2015 by and between HollyFrontier Corporation, Frontier El Dorado Refining LLC and Holly Energy Partners – Operating, L.P.

10.2		Master Tolling Agreement (Refinery Assets) dated as of November 2, 2015 by and between Frontier El Dorado Refining LLC and Holly Energy Partners-Operating L.P.

10.3		Master Tolling Agreement (Operating Assets) dated as of November 2, 2015 by and between Frontier El Dorado Refining LLC and Holly Energy Partners-Operating L.P.

10.4		Thirteenth Amended and Restated Omnibus Agreement dated as of November 2, 2015 by and among HollyFrontier Corporation, Holly Energy Partners, L.P. and certain of their respective subsidiaries

10.5		Amended and Restated Services and Secondment Agreement dated as of November 2, 2015 by and among Holly Logistic Services, L.L.C., Holly Energy Partners-Operating L.P., El Dorado Operating LLC, Cheyenne Logistics LLC, El Dorado Logistics LLC, HollyFrontier Payroll Services, Inc., Frontier Refining LLC and Frontier El Dorado Refining LLC

10.6		Amended and Restated Master Lease and Access Agreement dated as of November 2, 2015 by and among Frontier El Dorado Refining LLC, Frontier Refining LLC, Holly Refining & Marketing – Tulsa LLC, Holly Refining & Marketing Company – Woods Cross LLC, Navajo Refining Company, L.L.C., El Dorado Operating LLC, El Dorado Logistics LLC, Cheyenne Logistics LLC, HEP Tulsa LLC, HEP Woods Cross, L.L.C. and HEP Pipeline, L.L.C.

Exhibit 10.1

Execution Version

LLC INTEREST PURCHASE AGREEMENT

by and among

FRONTIER EL DORADO REFINING LLC,

as Seller, with

HOLLYFRONTIER CORPORATION,

as Guarantor

and

HOLLY ENERGY PARTNERS – OPERATING, L.P.,

as Buyer

Effective as of November 1, 2015

TABLE OF CONTENTS


		Page
ARTICLE I - DEFINED TERMS			1

1.1	Definitions		1

1.2	Interpretation		1

ARTICLE II - PURCHASE OF LLC INTEREST			1

2.1	Transfer of LLC Interest		1

2.2	Consideration		1

ARTICLE III - CLOSING			2

3.1	Closing		2

3.2	Deliveries by Seller		2

3.3	Deliveries by Buyer		3

3.4	Closing Costs; Transfer Taxes and Fees		3

ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF SELLER			4

4.1	Organization		4

4.2	Authorization		4

4.3	Company Status		4

4.4	No Conflicts or Violations; No Consents or Approvals Required		5

4.5	Absence of Litigation; Compliance with Law		5

4.6	Title to LLC Interest; Capitalization		5

4.7	No Undisclosed Liabilities		6

4.8	No Employees		6

4.9	Taxes		6

4.10	Brokers and Finders		6

4.11	Condition of Assets		6

4.12	Title to Assets		6

4.13	Permits		6

4.14	Banking Relationships		7

4.15	Material Contracts		7

4.16	Seller Security		7

4.17	Insurance		7

4.18	Information Provided by Seller		7

4.18	Waivers and Disclaimers		7

ARTICLE V - REPRESENTATIONS AND WARRANTIES OF BUYER			8

5.1	Organization		8

5.2	Authorization		8


5.3	No Conflicts or Violations; No Consents or Approvals Required	9

5.4	Absence of Litigation	9

5.5	Brokers and Finders	9

ARTICLE VI - REPRESENTATIONS AND WARRANTIES OF HOLLYFRONTIER		9

6.1	Organization	9

6.2	Authorization	9

6.3	No Conflicts or Violations; No Consents or Approvals Required	9

6.4	Absence of Litigation	10

6.5	Brokers and Finders	10

ARTICLE VII - COVENANTS		10

7.1	Cooperation	10

7.2	Additional Agreements	10

7.3	Employees	10

ARTICLE VIII - ADDITIONAL AGREEMENTS		10

8.1	Further Assurances	10

ARTICLE IX - INDEMNIFICATION		10

9.1	Indemnification of Buyer and Seller	10

9.2	Defense of Third-Party Claims	10

9.3	Direct Claims	11

9.4	Limitations	12

9.5	Tax Related Adjustments	12

ARTICLE X - MISCELLANEOUS		12

10.1	Expenses	12

10.2	Notices	12

10.3	Severability	14

10.4	Governing Law; Jurisdiction; Waiver of Jury Trial	14

10.5	Arbitration Provision	14

10.6	Parties in Interest	15

10.7	Assignment of Agreement	15

10.8	Captions	15

10.9	Counterparts	15

10.10	Director and Officer Liability	15

10.11	Integration	15

10.12	Effect of Agreement	15

10.13	Amendment; Waiver	16

10.14	Survival of Representations and Warranties	16


ARTICLE XI - GUARANTEE		16

11.1	Payment and Performance Guaranty	16

11.2	Guaranty Absolute	16

11.3	Waiver	17

11.4	Subrogation Waiver	17

11.5	Reinstatement	17

11.6	Continuing Guaranty	17

11.7	No Duty to Pursue Others	17

iii

Exhibits and Schedules


Exhibit A -		Definitions
Exhibit B -		Interpretation
Exhibit C -		Form of Assignment
Exhibit D -		Form of Amended and Restated Master Site Services Agreement
Exhibit E -		Form of Amended and Restated Services and Secondment Agreement
Exhibit F -		Form of Amended and Restated Master Lease and Access Agreement
Exhibit G -		Forms of Master Tolling Agreements
Exhibit H -		Amended and Restated Omnibus Agreement

Schedule 1.1(a)		HGU 3 Assets
Schedule 1.1(b)		NFU 2 Assets
Schedule 4.3(a)		Jurisdictions
Schedule 4.4(a)		Required Consents – Seller
Schedule 4.4(b)		Required Consents – Company
Schedule 4.7		Company Indebtedness and Liabilities
Schedule 4.13		Permitted Exceptions
Schedule 4.14		Banking Accounts
Schedule 4.15		Material Contracts
Schedule 4.16		Seller Security Instruments
Schedule 5.3		Required Consents – Buyer
Schedule 6.3		Required Consents – HFC

LLC INTEREST PURCHASE AGREEMENT

THIS LLC INTEREST PURCHASE AGREEMENT (this “Agreement”) dated as of November 2, 2015 to be effective as of the Effective Time (as defined below), is made and entered into by and among Frontier El Dorado Refining LLC, a Delaware limited liability company (“Seller”), HollyFrontier Corporation, a Delaware corporation (“HFC”) and Holly Energy Partners – Operating, L.P., a Delaware limited partnership (“Buyer”). Seller and Buyer are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” HFC joins this Agreement solely for the purpose of Articles VI and XI of this Agreement.

WHEREAS, Seller is the sole member of El Dorado Operating LLC, a Delaware limited liability company (the “Company”);

WHEREAS, the Company is the owner of the Assets (as defined below);

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all of the issued and outstanding limited liability company interests of the Company (the “LLC Interest”) in exchange for the consideration set forth herein;

WHEREAS, in connection with the acquisition of the LLC Interest, the Parties desire to (i) amend (A) the Omnibus Agreement (as defined below), (B) the Master Lease and Access Agreement (as defined below); (C) a Master Site Services Agreement (as defined below); and (D) a Services and Secondment Agreement (as defined below); and (ii) enter into a Master Tolling Agreement (the “Master Tolling Agreement”) for each of HGU 3 Assets and NFU 2 Assets (each as defined below);

NOW, THEREFORE, in consideration of the foregoing and the covenants set forth herein and in the Omnibus Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINED TERMS

1.1. Definitions. Capitalized terms used throughout this Agreement and not otherwise defined herein shall have the meanings set forth on Exhibit A.

1.2. Interpretation. Matters relating to the interpretation of this Agreement are set forth on Exhibit B.

ARTICLE II

PURCHASE OF LLC INTEREST

2.1. Transfer of LLC Interest. Subject to all of the terms and conditions of this Agreement, Seller hereby sells, transfers and conveys to Buyer, and Buyer hereby purchases and acquires from Seller, the LLC Interest, free and clear of all Encumbrances.

2.2. Consideration.

(a) The aggregate consideration to be paid by Buyer for the LLC Interest shall be Sixty Two Million Dollars ($62,000,000) in immediately available funds (the “Purchase Price”).

(b) The Purchase Price shall be delivered by the Buyer to Seller (or such designee) at the Closing.

ARTICLE III

CLOSING

3.1. Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place simultaneously with the execution of this Agreement. The date of the Closing is referred to herein as the “Closing Date” and the Closing is deemed to be effective as of 12:01 a.m., Dallas, Texas time, on November 1, 2015 (the “Effective Time”).

3.2. Deliveries by Seller. At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following:

(a) A counterpart to the assignment of limited liability company interests transferring the LLC Interest to Buyer, substantially in the form of Exhibit C attached hereto (the “Assignment”), duly executed by Seller.

(b) The original minute books, company books and membership registers for the Company.

(c) A counterpart of the Amended and Restated Master Site Services Agreement substantially in the form of Exhibit D (the “Amended and Restated Master Site Services Agreement”), duly executed by Seller.

(d) A counterpart of the Amended and Restated Services and Secondment Agreement substantially in the form of Exhibit E (the “Amended and Restated Services and Secondment Agreement”), duly executed by Seller and certain of its Affiliates as identified therein.

(e) A counterpart of the Amended and Restated Master Lease and Access Agreement substantially in the form of Exhibit F (the “Amended and Restated Master Lease and Access Agreement”), duly executed by Seller.

(f) A counterpart of the Master Tolling Agreement for each of the HGU 3 Assets and the NFU 2 Assets in the forms of Exhibit G, duly executed by Seller and HFC.

(g) A counterpart of the Thirteenth Amended and Restated Omnibus Agreement substantially in the form of Exhibit H (the “Amended and Restated Omnibus Agreement”), duly executed by HFC and each applicable subsidiary of HFC (excluding the HEP Entities).

(h) Evidence in form and substance reasonably satisfactory to Buyer of the release and termination of all Encumbrances on the LLC Interest and on the Assets.

(i) To the extent applicable, assignment documents, duly executed by Seller, assigning each of the Permits held by Seller which are assignable by such Seller to Buyer in accordance with Applicable Law.

(j) A properly executed certificate, in the form prescribed by Treasury regulations under Section 1445 of the Code, stating that HFC (the person from whom Seller is disregarded as an entity for U.S. federal income tax purposes) is not a “foreign person” within the meaning of Section 1445 of the Code.

3.3. Deliveries by Buyer. At the Closing (or such later date as may be set forth below), Buyer shall deliver, or cause to be delivered, to Seller the following:

(a) A counterpart of the Assignment duly executed by Buyer.

(b) A counterpart of the Amended and Restated Master Site Services Agreement, duly executed by Buyer.

(c) A counterpart of the Amended and Restated Services and Secondment Agreement, duly executed by Buyer and certain of its Affiliates as identified therein.

(d) A counterpart of the Amended and Restated Master Lease and Access Agreement, duly executed by Buyer.

(e) A counterpart of the Master Tolling Agreements, duly executed by Buyer and the Partnership.

(f) A counterpart of the Amended and Restated Omnibus Agreement, duly executed by the Partnership and each applicable subsidiary of the Partnership.

(g) Simultaneous with the delivery of senior mortgages by Buyer as required under its credit facility (but in no event later than thirty (30) days following the Closing Date), Buyer shall execute and deliver to Seller the subordinate mortgages, subordinated security agreement and deeds of trust in a form reasonably acceptable to Buyer, Seller and HFC providing security in favor of HFC and/or its Affiliates in the event of a breach of the obligations of Buyer under the agreements identified in Sections 3.3(b), (c), (d), (e) and (f), such alternative form to be reasonably acceptable to the applicable parties to such agreements.

3.4. Closing Costs; Transfer Taxes and Fees.

(a) Allocation of Costs. Buyer shall pay the cost of all sales, transfer and use taxes arising out of the transfer of the LLC Interest.

(b) Prorations. On the Closing Date, or as promptly as practicable following the Closing Date, but in no event later than sixty (60) calendar days thereafter, the real, if any, and personal property taxes, water, gas, electricity and other utilities with respect to the Assets and the real estate interests and rights associated with the Assets and local business or other license fees to the extent assigned and other similar periodic charges payable with respect to the Assets or the Company shall be prorated between Buyer, on the one hand, and Seller, on the other hand, effective as of the Effective Time, with Seller being responsible for amounts related to the period prior to but excluding the Effective Time and Buyer being responsible for amounts related to the period at and after the Effective Time. If the final property tax rate or final assessed value for the current tax year is not established by the Closing Date, the prorations shall be made on the basis of the rate or assessed value in effect for the preceding tax year and shall be adjusted when the exact amounts are determined. All such prorations shall be based upon the most recent available assessed value available prior to the Closing Date.

(c) Reimbursement. If a Party pays any tax agreed to be borne by the other Party under this Agreement, such other Party shall promptly reimburse the paying Party for the amounts so paid. If any Party receives any tax refund or credit applicable to a tax paid by another Party hereunder, the receiving Party shall promptly pay such amounts to the Party entitled thereto.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Buyer that as of the Effective Time:

4.1. Organization. Seller is an entity duly organized, validly existing and in good standing under the Applicable Laws of the State of Delaware.

4.2. Authorization. Seller has full limited liability company power and authority to execute, deliver, and perform this Agreement and any Seller Ancillary Documents. The execution, delivery, and performance by Seller of this Agreement and the Seller Ancillary Documents and the consummation by such Seller of the transactions contemplated hereby and thereby, have been duly authorized by all necessary limited liability company action of Seller. This Agreement has been duly executed and delivered by Seller and constitutes, and each Seller Ancillary Document executed or to be executed by Seller has been, or when executed will be, duly executed and delivered by Seller and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of Seller, enforceable against it in accordance with their terms, except to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Applicable Laws affecting creditors’ rights and remedies generally and (ii) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

4.3. Company Status.

(a) The Company is duly organized, validly existing and in good standing under the laws of the State of Delaware and (i) has all requisite limited liability company power and authority to own, operate, use or lease its properties and assets and to carry on its business as it is now being conducted, and (ii) is duly qualified to do business and is in good standing in each of the jurisdictions in which the ownership, operation or leasing of its properties and assets and the conduct of its business requires it to be so qualified, licensed or authorized, except, in the case of clause (ii), where the failure to have such power and authority or to be so qualified, licensed or authorized would not, individually or in the aggregate, be reasonably likely to cause a Material Adverse Effect on the Company. Schedule 4.3(a) lists all jurisdictions in which the Company is qualified to do business.

(b) The Company does not directly or indirectly, own any interest in any corporation, partnership, limited liability company, limited partnership, joint venture or other business association or entity, foreign or domestic.

(c) The Company was formed for the purpose of acquiring the Assets (which acquisition occurred effective August 31, 2015 for the HGU 3 Assets and October 1, 2015 for the NFU 2 Assets), has no assets except for the Assets, and has not conducted any business other than the operation of the Assets beginning effective August 31, 2015 for the HGU 3 Assets and October 1, 2015 for the NFU 2 Assets.

(d) Seller has made available to Buyer a copy of the certificate of formation and limited liability company agreement of the Company, such copy being complete and correct and in full force and effect on the date hereof, and no amendment or modification of any such document has been filed, recorded or is pending or contemplated. The Company is not in violation of any provision of its certificate of formation or limited liability company agreement.

4.4. No Conflicts or Violations; No Consents or Approvals Required.

(a) The execution, delivery and performance by Seller of this Agreement and the other Seller Ancillary Documents does not, and the consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with, or result in any breach of any provision of Seller’s organizational documents or (ii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any Applicable Law or material Contract binding upon such Seller. Except as set forth on Schedule 4.4(a), no Consent of any Governmental Authority or any other person is required for Seller in connection with Seller’s execution, delivery or performance of this Agreement or the Seller Ancillary Documents or consummation of the transactions contemplated hereby or thereby.

(b) The consummation of the transactions contemplated by this Agreement and the other Seller Ancillary Documents will not, (i) violate, conflict with, or result in any breach of any provision of the Company’s organizational documents or (ii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate in any material respect any Applicable Law or material contract binding upon the Company. Except as set forth on Schedule 4.4(b), no Consent of any Governmental Authority or any other person is required for the Company in connection with the performance of this Agreement and the Seller Ancillary Documents or the consummation of the transactions contemplated hereby or thereby.

4.5. Absence of Litigation; Compliance with Law. There is no Action pending or, to the Knowledge of Seller, threatened against (i) the Company or the Assets or (ii) Seller or any of its Affiliates relating to the transactions contemplated by this Agreement or the Ancillary Documents or which, if adversely determined, would reasonably be expected to materially impair the ability of Seller to perform its obligations and agreements under this Agreement or the Seller Ancillary Documents and to consummate the transactions contemplated hereby and thereby. The construction, operations and business of each of the Assets have been conducted by the Seller and the Company in compliance with all applicable Laws except as would not, individually or in the aggregate, be reasonably likely to cause a Material Adverse Effect on the Company.

4.6. Title to LLC Interest; Capitalization.

(a) Seller is the record owner of and has good and valid title to the LLC Interest, free and clear of all Encumbrances, and sole and unrestricted voting power and power of disposition with respect to all of the LLC Interest. Except for any Claims arising under this Agreement and any other agreement entered into by Seller in connection with this Agreement, Seller and its Affiliates have no Claims of any kind against the Company, or any of its officers, managers, directors or employees. The LLC Interest has been duly authorized and validly issued in accordance with Applicable Laws and the organizational documents of the Company, including its limited liability company agreement, and is fully paid (to the extent required by the limited liability company agreement of the Company) and nonassessable (except to the extent such nonassessability may be affected by Sections 18-607 and 18-804 of DLLCA).

(b) There are no options or rights to purchase or acquire, or agreements, arrangements, commitments or understandings relating to, the LLC Interest or the Assets except pursuant to this Agreement and the Omnibus Agreement. There are no (i) authorized or outstanding securities of or equity interests in the Company of any kind other than the LLC Interest, (ii) there are no outstanding options, warrants, subscriptions, puts, calls or other rights, agreements, arrangements or commitments (preemptive, contingent or otherwise) obligating Seller or Company to offer, issue, sell, redeem, repurchase, otherwise acquire or transfer, pledge or encumber any securities of or equity interest in the Company; and (iii) there are no outstanding securities or obligations of any kind of any of the Company that are convertible into or exercisable or exchangeable for any equity interest in the Company.

(c) Upon payment of the Purchase Price, Buyer will have the entire record and beneficial ownership of the LLC Interest, free and clear of all Encumbrances.

4.7. No Undisclosed Liabilities. Except as set forth on Schedules 4.7 and 4.13, the Company does not now have any indebtedness or liability (whether absolute, accrued, contingent or otherwise) of any nature, other than its obligations under the Material Contracts and Permits, and (a) neither Seller (or any other HFC Entity, as the case may be) nor to Seller’s Knowledge, any counterparty thereto, was in material breach of its obligations under the Material Contracts at the time of the Asset Contribution and (b) neither the Company, nor to Seller’s Knowledge, any counterparty thereto, is currently in material breach of its obligations under the Material Contracts.

4.8. No Employees. The Company does not now have nor has it ever had any employees.

4.9. Taxes. The Company has filed, on or before the applicable due date (including any extensions thereof), all material tax returns that it was required to file, and all such tax returns were accurate, correct, and complete in all material respects. All taxes due and owing by the Company have been paid in full or are being properly contested. The Company is, and at all time since its formation has been, disregarded as an entity separate from Seller for U.S. federal income tax purposes, and no election has been filed on or before the Closing Date that would change such classification on or after the Closing Date.

4.10. Brokers and Finders. No investment banker, broker, finder, financial advisor or other intermediary has been retained by or is authorized to act on behalf of Seller who is entitled to receive from Buyer any fee or commission in connection with the transactions contemplated by this Agreement.

4.11. Condition of Assets. To Seller’s Knowledge, the Assets are in good operating condition and repair (normal wear and tear excepted), are free from material defects (patent and latent), are suitable for the purposes for which they are currently used and are not in need of material maintenance or repairs except for ordinary routine maintenance and repairs.

4.12. Title to Assets. The Company owns, leases or has the legal right to use all the properties and assets used by the Company in the operation of its business, in each case subject to no Encumbrances, except Permitted Encumbrances. All of the Company’s assets consist of the Assets. Except as disclosed in Schedule 4.7, the Company owns the Assets free and clear of all Encumbrances other than Permitted Encumbrances.

4.13. Permits. Except as set forth in Schedule 4.13, the Company owns or holds all franchises, licenses, permits, consents, approvals and authorizations of any Governmental Authority necessary for the ownership and operation of the Assets (collectively, the “Permits”). Each Permit is in full force and effect, and the Company is in compliance with all of its obligations with respect thereto. To the Knowledge of Seller, no event has occurred that causes, or upon the giving of notice or the lapse of time or otherwise would cause, revocation or termination of any Permit. All Permits shall be, subject to Permitted Encumbrances, owned or held by the Company at Closing.

4.14. Banking Relationships. Schedule 4.14 sets forth a complete and accurate list of all accounts, including checking accounts, cash contribution accounts, safe deposit boxes, borrowing arrangements and certificates of deposit that the Company has with any banks, savings and loan associations or other financial institutions, indicating in each case account numbers, if applicable, and the person or persons authorized to act or sign on behalf of the Company in respect of the foregoing. No person holds any power of attorney or similar authority from the Company with respect to such accounts.

4.15. Material Contracts. Except as set forth on Schedule 4.15, and other than the Construction Contracts, there are no material Contracts relating to the activities currently conducted by the Company with respect to the Assets, or by which the Company or the Assets are bound.

4.16. Seller Security. Schedule 4.16 contains a true and complete listing of the cash collateral, letters of credit, and guaranties in effect as of the date of this Agreement securing the performance of the Company under the Material Contracts and other obligations of the Company with respect to the activities currently conducted by the Company with respect to the Assets.

4.17. Insurance. All insurance policies covering the Company or its operations and Assets provided by Seller (which, for the avoidance of doubt, excludes insurance policies covering the Company or its operations and Assets provided by the Partnership and its Affiliates) are in full force and effect, all premiums with respect thereto covering all periods up to and including the Closing Date have been paid, and no written notice of cancellation or termination has been received with respect to any such policy. Such policies, including without limitation products liability insurance, (a) are sufficient for compliance in all material respects with all requirements of Applicable Law and of all Material Contracts for matters covered by such policies, and (b) are, to the Knowledge of Seller, valid policies, enforceable against the Company and the other parties thereto, in accordance with their respective terms, except to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Applicable Laws affecting creditors’ rights and remedies generally and (ii) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

4.18. Information Provided by Seller.

(a) Seller and its Affiliates have not knowingly withheld disclosure from the Buyer of any fact that would, individually or in the aggregate, have a Material Adverse Effect on the Partnership, the Buyer, the Company or the Assets.

(b) The information for the Assets provided to the Buyer has a reasonable basis and is consistent with Seller’s current expectations with respect to the Assets and with the Seller’s and its Affiliates’ books and records.

4.19. WAIVERS AND DISCLAIMERS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES AND OTHER COVENANTS AND AGREEMENTS MADE BY THE PARTIES IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS AND THE OMNIBUS AGREEMENT, THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (I) THE VALUE, NATURE, QUALITY OR CONDITION OF THE

ASSETS INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, GEOLOGY OR ENVIRONMENTAL CONDITION OF THE ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS IN THE ASSETS AND THE LAND ON WHICH THE ASSETS ARE SITUATED, (II) THE INCOME TO BE DERIVED FROM THE ASSETS, (III) THE SUITABILITY OF THE ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON, (IV) THE COMPLIANCE OF OR BY THE ASSETS OR THEIR OPERATION WITH ANY APPLICABLE LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (V) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS AGREEMENT, NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE LLC INTEREST, THE COMPANY OR THE ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS AGREEMENT, EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TRANSFER AND CONVEYANCE OF THE COMPANY AND ITS ASSETS SHALL BE MADE IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL FAULTS, AND THE COMPANY AND ITS ASSETS ARE TRANSFERRED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVE THE TRANSFER AND CONVEYANCE OF THE LLC INTEREST OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE LLC INTEREST, THE COMPANY OR THE ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS SET FORTH IN THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE OMNIBUS AGREEMENT.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller that as of the Effective Time:

5.1. Organization. Buyer is an entity duly organized, validly existing and in good standing under the Applicable Laws of the State of Delaware.

5.2. Authorization. Buyer has full partnership power and authority to execute, deliver, and perform this Agreement and any Buyer Ancillary Documents. The execution, delivery, and performance by Buyer of this Agreement and the Buyer Ancillary Documents and the consummation by Buyer of the transactions contemplated hereby and thereby, have been duly authorized by all necessary partnership action of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes, and each such Buyer Ancillary Document executed or to be executed Buyer has been, or when executed will be, duly executed and delivered by Buyer and constitutes, or when executed and delivered will constitute, a valid and legally binding obligation of Buyer, enforceable against it in accordance with their terms, except to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Applicable Laws affecting creditors’ rights and remedies generally and (ii) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

5.3. No Conflicts or Violations; No Consents or Approvals Required. The execution, delivery and performance by Buyer of this Agreement and the Buyer Ancillary Documents does not, and consummation of the transactions contemplated hereby and thereby will not, (i) violate, conflict with, or result in any breach of any provisions of Buyer’s organizational documents or (ii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate any Applicable Law or material contract binding upon Buyer. Except as set forth on Schedule 5.3, no Consent of any Governmental Authority or any other person is required for Buyer in connection with the Buyer’s execution, delivery or performance of this Agreement or the Buyer Ancillary Documents or the consummation of the transactions contemplated hereby and thereby.

5.4. Absence of Litigation. There is no Action pending or, to the Knowledge of Buyer, threatened against Buyer or any of its Affiliates relating to the transactions contemplated by this Agreement or the Buyer Ancillary Documents or which, if adversely determined, would reasonably be expected to materially impair the ability of Buyer to perform its obligations and agreements under this Agreement or the Buyer Ancillary Documents and to consummate the transactions contemplated hereby and thereby.

5.5. Brokers and Finders. No investment banker, broker, finder, financial advisor or other intermediary has been retained by or is authorized to act on behalf of Buyer who is entitled to receive from Seller any fee or commission in connection with the transactions contemplated by this Agreement.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF HFC

HFC hereby represents and warrants to Buyer and Seller that as of the date of this Agreement:

6.1. Organization. HFC is an entity duly organized, validly existing and in good standing under the Applicable Laws of the State of Delaware.

6.2. Authorization. HFC has full corporate power and authority to execute, deliver, and perform its obligations under Articles VI and XI. The execution, delivery, and performance by HFC of its obligations under this Agreement and the consummation by HFC of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of HFC. This Agreement has been duly executed and delivered by HFC and constitutes a valid and legally binding obligation of HFC with respect to Articles VI and XI, enforceable against it in accordance with their terms, except to the extent that such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Applicable Laws affecting creditors’ rights and remedies generally and (ii) equitable principles which may limit the availability of certain equitable remedies (such as specific performance) in certain instances.

6.3. No Conflicts or Violations; No Consents or Approvals Required. The execution, delivery and performance by HFC of its obligations under this Agreement does not, and consummation of the transactions contemplated hereby will not, (i) violate, conflict with, or result in any breach of any provisions of HFC’s organizational documents or (ii) subject to obtaining the Consents or making the registrations, declarations or filings set forth in the next sentence, violate any Applicable Law or material contract binding upon HFC. Except as set forth on Schedule 6.3, no Consent of any Governmental Authority or any other person is required for HFC in connection with the execution, delivery and performance of its obligations this Agreement or the consummation by HFC of the transactions contemplated hereby.

6.4. Absence of Litigation. There is no Action pending or, to the Knowledge of HFC, threatened against HFC or any of its Affiliates relating to the transactions contemplated by this Agreement or which, if adversely determined, would reasonably be expected to materially impair the ability of HFC to perform its obligations and agreements under this Agreement and to consummate the transactions contemplated hereby.

6.5. Brokers and Finders. No investment banker, broker, finder, financial advisor or other intermediary has been retained by or is authorized to act on behalf of HFC who is entitled to receive from Buyer any fee or commission in connection with the transactions contemplated by this Agreement.

ARTICLE VII

COVENANTS

7.1. Cooperation. Seller shall cooperate with Buyer and assist Buyer in identifying all licenses, authorizations, permissions or Permits necessary for the Company’ operations from and after the Closing Date and, where permissible, transfer existing Permits to Buyer, or, where not permissible and if needed, assist Buyer in obtaining new Permits at no cost, fee or liability to Seller.

7.2. Additional Agreements. Subject to the terms and conditions of this Agreement, the Ancillary Documents and the Omnibus Agreement, each of the Parties shall use its commercially reasonable efforts to do, or cause to be taken all action and to do, or cause to be done, all things necessary, proper, or advisable under Applicable Laws to consummate and make effective the transactions contemplated by this Agreement. If at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the Parties and their duly authorized representatives shall use commercially reasonable efforts to take all such action.

7.3. Employees. At the Closing, certain employees of HFC at each Refinery whose responsibilities relate to the Assets will be seconded to the applicable HEP Entity solely pursuant to the Amended and Restated Services and Secondment Agreement.

ARTICLE VIII

ADDITIONAL AGREEMENTS

8.1. Further Assurances. After the Closing, each Party shall take such further actions, including obtaining consents to assignment from third parties, and execute such further documents as may be necessary or reasonably requested by the other Parties in order to effectuate the intent of this Agreement and the Ancillary Documents and to provide such other Parties with the intended benefits of this Agreement and the Ancillary Documents.

ARTICLE IX

INDEMNIFICATION

9.1. Indemnification of Buyer and Seller. From and after the Closing and subject to the provisions of this Article IX, (i) Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against any and all Buyer Indemnified Costs and (ii) Buyer and the Partnership agree to indemnify and hold harmless the Seller Indemnified Parties from and against any and all Seller Indemnified Costs.

9.2. Defense of Third-Party Claims. An Indemnified Party shall give prompt written notice to Seller or Buyer, as applicable (the “Indemnifying Party”), of the commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “third- party action”) in respect of

which such Indemnified Party seeks indemnification hereunder. Any failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it, he, or she may have to such Indemnified Party under this Article IX unless the failure to give such notice materially and adversely prejudices the Indemnifying Party. The Indemnifying Party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third-party action on such terms as it deems appropriate; provided, however, that:

(a) The Indemnified Party shall be entitled, at its own expense, to participate in the defense of such third-party action (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (i) the employment of separate counsel shall have been authorized in writing by the Indemnifying Party in connection with the defense of such third-party action, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to have charge of such third-party action, (iii) the Indemnified Party shall have reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (iv) the Indemnified Party’s counsel shall have advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is a material conflict of interest that could violate applicable standards of professional conduct to have common counsel);

(b) The Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such third-party action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against the Indemnified Party or if, in the opinion of the Indemnified Party, such settlement, compromise, admission, or acknowledgment could have a Material Adverse Effect on its business;

(c) The Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect of such third-party action; and

(d) The Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third-party action (i) as to which the Indemnifying Party fails to assume the defense within a reasonable length of time or (ii) to the extent the third-party action seeks an order, injunction, or other equitable relief against the Indemnified Party which, if successful, would materially adversely affect the business, operations, assets, or financial condition of the Indemnified Party; provided, however, that the Indemnified Party shall make no settlement, compromise, admission, or acknowledgment that would give rise to liability on the part of any Indemnifying Party without the prior written consent of such Indemnifying Party.

The Parties shall extend reasonable cooperation in connection with the defense of any third-party action pursuant to this Article IX and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested.

9.3. Direct Claims. In any case in which an Indemnified Party seeks indemnification hereunder which is not subject to Section 9.2 because no third-party action is involved, the Indemnified Party shall notify the Indemnifying Party in writing of any Indemnified Costs which such Indemnified Party claims are subject to indemnification under the terms hereof. Subject to the limitations set forth in Section 9.4(a), the failure of the Indemnified Party to exercise promptness in such notification shall not amount to a waiver of such claim unless the resulting delay materially prejudices the position of the Indemnifying Party with respect to such claim.

9.4. Limitations. The following provisions of this Section 9.4 shall limit the indemnification obligations hereunder:

(a) Limitation as to Time. The Indemnifying Party shall not be liable for any Indemnified Costs pursuant to this Article IX unless a written claim for indemnification in accordance with Section 9.2 or Section 9.3 is given by the Indemnified Party to the Indemnifying Party with respect thereto on or before 5:00 p.m., Dallas, Texas time, on the anniversary of the Closing Date; provided that the Indemnifying Party shall be liable for Indemnified Costs with respect to claims for indemnification for breach of the representations and warranties contained in Sections 4.1 (Organization), 4.2 (Authorization), 4.3(a) (Company Status), 4.6 (Title to LLC Interest; Capitalization), 4.9 (Taxes), 4.19 (Waivers and Disclaimers), 5.1 (Organization), 5.2 (Authorization), 6.1 (Organization) and 6.2 (Authorization), if a written claim for indemnification in accordance with Section 9.2 or Section 9.3 is given by the Indemnified Party to the Indemnifying Party at any time prior to the expiration of the applicable statute of limitations.

(b) Sole and Exclusive Remedy. Each Party acknowledges and agrees that, after the Closing Date, notwithstanding any other provision of this Agreement to the contrary, Buyer’s and the other Buyer Indemnified Parties’ and Seller and the other Seller Indemnified Parties’ sole and exclusive remedy with respect to the Indemnified Costs shall be in accordance with, and limited by, the provisions set forth in this Article IX. The Parties further acknowledge and agree that the foregoing is not the remedy for and does not limit the Parties’ remedies for matters covered by the indemnification provisions contained in the Omnibus Agreement.

9.5. Tax Related Adjustments. Seller and Buyer agree that any payment of Indemnified Costs made hereunder will be treated by the Parties on their tax returns as an adjustment to the Purchase Price.

ARTICLE X

MISCELLANEOUS

10.1. Expenses. Except as provided in Section 3.4 of this Agreement, or as provided in the Ancillary Documents or the Amended and Restated Omnibus Agreement, all costs and expenses incurred by the Parties in connection with the consummation of the transactions contemplated hereby shall be borne solely and entirely by the Party which has incurred such expense.

10.2. Notices.

(a) Any notice or other communication given under this Agreement or the Amended and Restated Omnibus Agreement shall be in writing and shall be (i) delivered personally, (ii) sent by documented overnight delivery service, (iii) sent by email transmission, or (iv) sent by first class mail, postage prepaid (certified or registered mail, return receipt requested). Such notice shall be deemed to have been duly given (x) if received, on the date of the delivery, with a receipt for delivery, (y) if refused,

on the date of the refused delivery, with a receipt for refusal, or (z) with respect to email transmissions, on the date the recipient confirms receipt. Notices or other communications shall be directed to the following addresses:

Notices to HFC:

HollyFrontier Corporation

2828 N. Harwood, Suite 1300

Dallas, Texas 75201

Attention: President

Email address: president@hollyfrontier.com

with a copy, which shall not constitute notice, but is required in order to give proper notice, to:

HollyFrontier Corporation

2828 N. Harwood, Suite 1300

Dallas, Texas 75201

Attention: General Counsel

Email address: generalcounsel@hollyfrontier.com

Notices to Seller:

Frontier El Dorado Refining LLC

2828 N. Harwood, Suite 1300

Dallas, Texas 75201

Attention: President

Email address: president@hollyfrontier.com

with a copy, which shall not constitute notice, but is required in order to give proper notice, to:

Frontier El Dorado Refining LLC

2828 N. Harwood, Suite 1300

Dallas, Texas 75201

Attention: General Counsel

Email address: generalcounsel@hollyfrontier.com

Notices to Buyer:

Holly Energy Partners – Operating, L.P.

2828 N. Harwood, Suite 1300

Dallas, Texas 75201

Attention: President

Email address: president-hep@hollyenergy.com

with a copy, which shall not constitute notice, but is required in order to give proper notice, to:

Holly Energy Partners-Operating, L.P.

2828 N. Harwood, Suite 1300

Dallas, Texas 75201

Attention: General Counsel

Email address: generalcounsel@hollyenergy.com

(b) Any Party may at any time change its address for service from time to time by giving notice to the other Parties in accordance with this Section 10.2.

10.3. Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced under Applicable Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated herein are not affected in any manner adverse to any Party. Upon such determination that any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated herein are consummated as originally contemplated to the fullest extent possible.

10.4. Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be subject to and governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. Each Party hereby submits to the jurisdiction of the state and federal courts in the State of Texas and to venue in Dallas, Texas. EACH OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

10.5. Arbitration Provision. Any and all Arbitrable Disputes must be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code). If there is any inconsistency between this Section 10.5 and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Section 10.5 will control the rights and obligations of the Parties. Arbitration must be initiated within the time limits set forth in this Agreement, or if no such limits apply, then within a reasonable time or the time period allowed by the applicable statute of limitations. Arbitration may be initiated by a Party (“Claimant”) serving written notice on the other Party (“Respondent”) that the Claimant elects to refer the Arbitrable Dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within thirty (30) days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within thirty (30) days after the second arbitrator has been appointed. The Claimant will pay the compensation and expenses of the arbitrator named by it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The costs of petitioning for the appointment of an arbitrator, if any, shall be paid by Respondent. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator. All arbitrators must (i) be neutral parties who have never been officers, directors or employees of Seller, Buyer or any of their Affiliates and (ii) have not less than seven (7) years’ experience in the petroleum transportation industry. The hearing will be conducted in Dallas, Texas and commence within thirty (30) days after the selection of the third arbitrator. Seller, Buyer and the arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on and non-appealable by the Parties hereto. The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kind. The Arbitrable Disputes may be arbitrated in a common proceeding along with disputes under other agreements between Seller, Buyer or their Affiliates to the extent that the issues raised in such disputes are related. Without the written consent of the Parties, no unrelated disputes or third party disputes may be joined to an arbitration pursuant to this Agreement.

10.6. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party and their successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

10.7. Assignment of Agreement. At any time, the Parties may make a collateral assignment of their rights under this Agreement to any of their bona fide lenders or debt holders, or a trustee or a representative for any of them, and the non-assigning Parties shall execute an acknowledgment of such collateral assignment in such form as may from time to time be reasonably requested; provided, however, that unless written notice is given to the non-assigning Parties that any such collateral assignment has been foreclosed upon, such non-assigning Parties shall be entitled to deal exclusively with Seller or HFC, as the case may be, as to any matters arising under this Agreement, the Ancillary Documents or the Amended and Restated Omnibus Agreement (other than for delivery of notices required by any such collateral assignment). Except as otherwise provided in this Section 10.7, neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned by any Party without the prior written consent of the other Parties.

10.8. Captions. The captions in this Agreement are for purposes of reference only and shall not limit or otherwise affect the interpretation hereof.

10.9. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10.10. Director and Officer Liability. The directors, managers, officers, partners and stockholders of HFC, Buyer, Seller and their respective Affiliates shall not have any personal liability or obligation arising under this Agreement (including any claims that another party may assert) other than, if applicable, as a direct party to or as an assignee of this Agreement or pursuant to a written guarantee.

10.11. Integration. This Agreement, the Ancillary Documents and the Amended and Restated Omnibus Agreement supersede any previous understandings or agreements among the Parties, whether oral or written, with respect to their subject matter. This Agreement, the Ancillary Documents and the Amended and Restated Omnibus Agreement contain the entire understanding of the Parties with respect to the subject matter hereof and thereof. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement, the Ancillary Documents or the Amended and Restated Omnibus Agreement unless it is contained in a written amendment hereto or thereto and executed by the Parties hereto or thereto after the date of this Agreement, the Ancillary Documents or the Amended and Restated Omnibus Agreement. To the extent that there is any conflict between the Ancillary Documents and this Agreement, this Agreement shall prevail.

10.12. Effect of Agreement. The Parties ratify and confirm that except as otherwise expressly provided herein, in the event this Agreement conflicts in any way with the Amended and Restated Omnibus Agreement, the terms and provisions of the Amended and Restated Omnibus Agreement shall control.

10.13. Amendment; Waiver. This Agreement may be amended only in a writing signed by all parties hereto. Any waiver of rights hereunder must be set forth in writing. A waiver of any breach or failure to enforce any of the terms or conditions of this Agreement shall not in any way affect, limit or waive any party’s rights at any time to enforce strict compliance thereafter with every term or condition of this Agreement.

10.14. Survival of Representations and Warranties. The representations and warranties set forth in this Agreement shall survive the Closing until 5:00 p.m., Dallas, Texas time on, on the anniversary of the Closing Date, except that the representations and warranties contained in Sections 4.1 (Organization), 4.2 (Authorization), 4.3(a) (Company Status), 4.6 (Title to LLC Interest; Capitalization), 4.9 (Taxes), 4.19 (Waivers and Disclaimers), 5.1 (Organization), 5.2 (Authorization), 6.1 (Organization) and 6.2 (Authorization) shall survive until the expiration of the applicable statute of limitations; provided, however, that any representation and warranty that is the subject of a claim for indemnification hereunder which claim was timely made pursuant to Section 9.4(a) shall survive with respect to such claim until such claim is finally paid or adjudicated.

ARTICLE XI

GUARANTEE

11.1. Payment and Performance Guaranty. HFC unconditionally, absolutely, continually and irrevocably guarantees, as principal and not as surety, to Buyer the punctual and complete payment in full when due of all Buyer Indemnified Costs by the Indemnifying Party under the Agreement (collectively, the “Payment Obligations”). HFC agrees that Buyer shall be entitled to enforce directly against HFC any of the Payment Obligations.

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

(a) any assignment or other transfer of the Agreement or any of the rights thereunder of Buyer;

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

(d) any bankruptcy, insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Indemnifying Party, or any action taken with respect to the Agreements by any trustee or receiver, or by any court, in any such proceeding;

(e) any absence of any notice to, or Knowledge of, HFC, of the existence or occurrence of any of the matters or events set forth in the foregoing subsections (a) through (d); or

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

The obligations of HFC 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 Payment Obligations or otherwise.

11.3. Waiver. HFC hereby waives promptness, diligence, all setoffs, presentments, protests and notice of acceptance and any other notice relating to any of the Payment Obligations and any requirement for Buyer 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 the Indemnifying Party, any other entity or any collateral.

11.4. Subrogation Waiver. HFC agrees that it shall not have any rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification or other rights of payment or recovery from the Indemnifying Party for any payments made by HFC under this Article XI until all Payment Obligations have been indefeasibly paid, and HFC 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 the Indemnifying Party until all Payment Obligations have been indefeasibly paid.

11.5. Reinstatement. The obligations of HFC under this Article XI shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the Payment Obligations is rescinded or must otherwise be returned to the Indemnifying Party or any other entity, upon the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation or reorganization of the Indemnifying Party or such other entity, or for any other reason, all as though such payment had not been made.

11.6. Continuing Guaranty. This Article XI 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 Payment Obligations, (ii) be binding upon HFC, its successors and assigns and (iii) inure to the benefit of and be enforceable by Buyer and its successors, transferees and assigns.

11.7. No Duty to Pursue Others. It shall not be necessary for Buyer (and HFC hereby waives any rights which HFC may have to require Buyer), in order to enforce such payment by HFC, first to (i) institute suit or exhaust its remedies against the Indemnifying Party or others liable on the Payment Obligations or any other person, (ii) enforce Buyer’s rights against any other guarantors of the Payment Obligations, (iii) join the Indemnifying Party or any others liable on the Payment Obligations in any action seeking to enforce this Article XI, (iv) exhaust any remedies available to Buyer against any security which shall ever have been given to secure the Payment Obligations, or (v) resort to any other means of obtaining payment of the Payment Obligations.

[The Remainder of this Page is Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Time.


SELLER:

	FRONTIER EL DORADO REFINING LLC

	By:	/s/ Douglas S. Aron
	Name:	Douglas S. Aron
	Title:	Executive Vice President and Chief Financial Officer

BUYER:

	HOLLY ENERGY PARTNERS – OPERATING, L.P.

	By:	Richard L. Voliva III
	Name:	Richard L. Voliva III
	Title:	Vice President and Chief Financial Officer


ACKNOWLEDGED AND AGREED FOR THE PURPOSES ONLY OF ARTICLES VI and XI:

HOLLYFRONTIER CORPORATION

By:		/s/ Douglas S. Aron
Name:		Douglas S. Aron
Title:		Executive Vice President and Chief Financial Officer

EXHIBIT A

LLC INTEREST PURCHASE AGREEMENT

Definitions

“Action” means any claim, action, suit, investigation, inquiry, proceeding, condemnation or audit by or before any court or other Governmental Authority or any arbitration proceeding.

“Affiliate” means, with respect to a specified person, any other person controlling, controlled by or under common control with that first person. As used in this definition, the term “control” includes (i) with respect to any person having voting securities or the equivalent and elected directors, managers or persons performing similar functions, the ownership of or power to vote, directly or indirectly, voting securities or the equivalent representing 50% or more of the power to vote in the election of directors, managers or persons performing similar functions, (ii) ownership of 50% or more of the equity or equivalent interest in any person and (iii) the ability to direct the business and affairs of any person by acting as a general partner, manager or otherwise. Notwithstanding the foregoing, no HollyFrontier Entity will be considered an Affiliate of an HEP Entity, and no HEP Entity will be considered an Affiliate of a HFC Entity.

“Agreement” has the meaning set forth in the Preamble.

“Amended and Restated Master Lease and Access Agreement” has the meaning set forth in Section 3.2(e).

“Amended and Restated Master Site Services Agreement” has the meaning set forth in Section 3.2(c).

“Amended and Restated Omnibus Agreement” has the meaning set forth in Section 3.2(g).

“Amended and Restated Services and Secondment Agreement” has the meaning set forth in Section 3.2(d).

“Ancillary Documents” means, collectively, the Buyer Ancillary Documents and the Seller Ancillary Documents.

“Applicable Law” means any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement, or other governmental restriction or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued under any of the foregoing by, or any determination by any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including, without limitation, all of the terms and provisions of the common law of such Governmental Authority), as interpreted and enforced at the time in question.

“Arbitrable Dispute” means any and all disputes, Claims, controversies and other matters in question between Seller, on the one hand, and Buyer, on the other hand, arising out of or relating to this Agreement or the alleged breach hereof, or in any way relating to the subject matter of this Agreement regardless of whether (a) allegedly extra-contractual in nature, (b) sounding in contract, tort or otherwise, (c) provided for by Applicable Law or otherwise or (d) seeking damages or any other relief, whether at law, in equity or otherwise.

Exhibit A-1

“Assets” means the HGU 3 Assets and the NFU 2 Assets.

“Assignment” has the meaning set forth in Section 3.2(a).

“Business Day” means any day other than Saturday, Sunday or other day upon which commercial banks in Dallas, Texas are authorized by law to close.

“Buyer” has the meaning set forth in the Preamble.

“Buyer Ancillary Documents” means each agreement, document, instrument or certificate to be delivered by Buyer, or their Affiliates, at the Closing pursuant to Section 3.3 and each other document or Contract entered into by Buyer, or the Partnership, or their Affiliates, in connection with this Agreement or the Closing.

“Buyer Indemnified Costs” means, subject to Article IX, any and all damages, losses, Claims, assessments, judgments, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding) that any of the Buyer Indemnified Parties incurs and that arise out of or relate to:

(i) any breach of a representation, warranty or covenant of Seller under this Agreement; and

(ii) any obligations or duties of the Company under any Construction Contract (including, without limitation, Company’s payment obligations under such Construction Contracts and the cost to complete construction of the Assets as set forth in such Construction Contracts); or

(iii) any Construction Defect; provided that in each case Buyer has first exhausted all commercially reasonable efforts to recover such damages, losses, Claims, assessments, liabilities, demands, charges, penalties, costs, and expenses under applicable Construction Contracts or third parties liable for the same.

Notwithstanding anything in the foregoing to the contrary, Buyer Indemnified Costs shall exclude any and all indirect, consequential, punitive, or exemplary damages (other than (A) lost revenue under a Master Tolling Agreement resulting from a Construction Defect, or (B) those that are a result of (x) a third-party action for such indirect, consequential, punitive or exemplary damages, or (y) the gross negligence or willful misconduct of Seller or, to the extent occurring before the Closing Date, the Company).

“Buyer Indemnified Parties” means Buyer and the Partnership and each officer, director, partner, manager, employee, consultant, stockholder, and Affiliate of Buyer and the Partnership, including, without limitation, the Company.

“Claim” means any existing or threatened future claim, demand, suit, action, investigation, proceeding, governmental action or cause of action of any kind or character (in each case, whether civil, criminal, investigative or administrative), known or unknown, under any theory, including those based on theories of contract, tort, statutory liability, strict liability, employer liability, premises liability, products liability, breach of warranty or malpractice.

“Claimant” has the meaning set forth in Section 10.5.

“Closing” has the meaning set forth in Section 3.1.

Exhibit A-2

“Closing Date” has the meaning set forth in Section 3.1.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” has the meaning set forth in the Recitals.

“Consents” means all notices to, authorizations, consents, Orders or approvals of, or registrations, declarations or filings with, or expiration of waiting periods imposed by, any Governmental Authority, and any notices to, consents or approvals of any other third party, in each case that are required by Applicable Law or by Contract in order to consummate the transactions contemplated by this Agreement and the Ancillary Documents.

“Construction Contract” means any Contract relating to the original planned construction of the Assets, as such Contract is in effect as of the date hereof (including any change orders agreed to by the parties to such Contract prior to the date hereof, whether or not such change order has properly been documented as of the date hereof).

“Construction Defect” means any equipment or materials that are a part of the original construction of an Asset that as of the Closing Date are not in conformance with the approved drawings and specifications for such Asset or that do not meet the requirements of any inspection, reference standard, test, approval, or acceptance required by Applicable Law.

“Contract” means any written or oral contract, agreement, indenture, instrument, note, bond, loan, lease, mortgage, franchise, license agreement, purchase order, binding bid or offer, binding term sheet or letter of intent or memorandum, commitment, letter of credit or any other legally binding arrangement, including any amendments or modifications thereof and waivers relating thereto.

“DLLCA” means the Delaware Limited Liability Company Act, 6 Del.C. §18-101 et seq., as amended from time to time.

“Effective Time” has the meaning set forth in Section 3.1.

“Encumbrance” means any mortgage, pledge, charge, hypothecation, claim, easement right of purchase, security interest, deed of trust, conditional sales agreement, encumbrance, interest, option, lien, right of first refusal, right of way, defect in title, encroachments or other restriction, whether or not imposed by operation of Law, any voting trust or voting agreement, stockholder agreement or proxy.

“Governmental Authority” means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing.

“HEP Entities” means Holly Logistic Services, L.L.C., HEP Logistics Holdings, L.P. and the Partnership and its direct and indirect subsidiaries.

“HFC” has the meaning set forth in the Preamble.

“HFC Entities” means HFC and its direct and indirect subsidiaries other than the HEP Entities.

“HGU 3 Assets” means those assets identified as “HGU 3 Assets” on Schedule 1.1(a).

Exhibit A-3

“Indemnified Costs” means Buyer Indemnified Costs and Seller Indemnified Costs, as applicable.

“Indemnified Party” means Buyer Indemnified Parties and Seller Indemnified Parties.

“Indemnifying Party” has the meaning set forth in Section 9.2.

“Knowledge” and any variations thereof, or words to the same effect, means (i) with respect to Seller and HFC, actual knowledge after reasonable inquiry of James M. Stump; and (ii) with respect to Buyer, actual knowledge after reasonable inquiry of Mark T. Cunningham.

“Laws” means all statutes, laws, rules, regulations, Orders, ordinances, writs, injunctions, judgments and decrees of all Governmental Authorities.

“LLC Interest” has the meaning set forth in the Preamble.

“Master Lease and Access Agreement” means that certain Master Lease and Access Agreement, effective as of January 1, 2015, by and between Seller and certain of its Affiliates, and Buyer and certain of its Affiliates.

“Master Site Services Agreement” means that certain Master Site Services Agreement, effective as of January 1, 2015, by and between Seller and certain of its Affiliates, and Buyer and certain of its Affiliates.

“Master Tolling Agreement” has the meaning set forth in the Recitals.

“Material Adverse Effect” means any adverse change, circumstance, effect or condition in or relating to the assets, financial condition, results of operations, or business of any person that materially affects the business of such person or that materially impedes the ability of any person to consummate the transactions contemplated hereby, other than any change, circumstance, effect or condition in the refining or pipelines industries generally (including any change in the prices of crude oil, natural gas, natural gas liquids, feedstocks or refined products or other hydrocarbon products, industry margins or any regulatory changes or changes in Law) or in United States or global economic conditions or financial markets in general. Any determination as to whether any change, circumstance, effect or condition has a Material Adverse Effect shall be made only after taking into account all effective insurance coverages and effective third-party indemnifications with respect to such change, circumstance, effect or condition.

“Material Contracts” means the Construction Contracts and the Contracts set forth on Schedule 4.15.

“NFU 2 Assets” means those assets identified as the “NFU 2 Assets” on Schedule 1.1(b).

“Omnibus Agreement” means that certain Twelfth Amended and Restated Omnibus Agreement entered into and effective as of January 1, 2015, by and among HFC, Holly Logistic Services, L.L.C., a Delaware limited liability company, the Partnership, the Operating Partnership, HEP Logistics GP, L.L.C., a Delaware limited liability company and HEP Logistics Holdings, L.P., a Delaware limited partnership, and the other HFC Affiliates and Partnership Affiliates signatory thereto, and as amended and restated as of the Closing Date.

Exhibit A-4

“Order” means any order, writ, injunction, decree, compliance or consent order or decree, settlement agreement, schedule and similar binding legal agreement issued by or entered into with a Governmental Authority.

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

“Party” and “Parties” has the meanings set forth in the Preamble.

“Payment Obligations” has the meanings set forth in Section 11.1.

“Permits” means all material permits, licenses, variances, exemptions, Orders, franchises and approvals of all Governmental Authorities necessary for the lawful ownership and operation of the Company’s business, including the Assets.

“Permitted Encumbrances” means (i) statutory liens for current taxes or assessments not yet due or delinquent or the validity of which are being contested in good faith by appropriate proceedings; (ii) mechanics’, carriers’, workers’, repairmen’s, landlord’s and other similar liens imposed by law arising or incurred in the ordinary course of business with respect to charges not yet due and payable; and (iii) such other encumbrances, if any, which were not incurred in connection with the borrowing of money or the advance of credit and which do not materially detract from the value of or interfere with the present use, or any use presently anticipated by the Company, of the property subject thereto or affected thereby, and including without limitation capital leases.

“Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, Governmental Authority or other entity.

“Purchase Price” has the meaning set forth in Section 2.2(a).

“Refinery” has the meaning given to the term “Refinery” in the Master Tolling Agreements.

“Respondent” has the meaning set forth in Section 10.5.

“Seller” has the meaning set forth in the Preamble.

“Seller Ancillary Documents” means each agreement, document, instrument or certificate to be delivered by Seller, or its Affiliates, at the Closing pursuant to Section 3.2 and each other document or Contract entered into by Seller, or its Affiliates, in connection with this Agreement or the Closing.

“Seller Indemnified Costs” means any and all damages, losses, Claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding) that any of the Seller Indemnified Parties incurs and that arise out of or relate to any breach of a representation, warranty or covenant of Buyer or the Partnership under this Agreement. Notwithstanding anything in the foregoing to the contrary, Seller Indemnified Costs shall exclude any and all indirect, consequential, punitive or exemplary damages (other than those that are a result of (x) a third-party claim for such indirect, consequential, punitive or exemplary damages or (y) the gross negligence or willful misconduct of Buyer).

“Seller Indemnified Parties” means Seller and each officer, director, partner, manager, employee, consultant, stockholder, and Affiliate of Seller, including, without limitation, HFC.

Exhibit A-5

“Services and Secondment Agreement” means that certain Services and Secondment Agreement, effective as of January 1, 2015, by and between Seller and certain of its Affiliates and Buyer and certain of its Affiliates.

“third-party action” has the meaning set forth in Section 9.2.

Exhibit A-6

EXHIBIT B

LLC INTEREST PURCHASE AGREEMENT

Interpretation

As used in this Agreement, unless a clear contrary intention appears:

(a) any reference to the singular includes the plural and vice versa, any reference to natural persons includes legal persons and vice versa, and any reference to a gender includes the other gender;

(b) the words “hereof”, “herein”, and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(c) any reference to Articles, Sections and Exhibits are, unless otherwise stated, references to Articles, Sections and Exhibits of or to this Agreement and references in any Section or definition to any clause means such clause of such Section or definition. The headings in this Agreement have been inserted for convenience only and shall not be taken into account in its interpretation;

(d) reference to any agreement (including this Agreement), document or instrument means such agreement, document, or instrument as amended, modified or supplemented and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of this Agreement;

(e) the Exhibits and Schedules hereto form an integral part of this Agreement and are equally binding therewith. Any reference to “this Agreement” shall include such Exhibits and Schedules;

(f) references to a Person shall include any permitted assignee or successor to such Party in accordance with this Agreement and reference to a Person in a particular capacity excludes such Person in any other capacity;

(g) if any period is referred to in this Agreement by way of reference to a number of days, the days shall be calculated exclusively of the first and inclusively of the last day unless the last day falls on a day that is not a Business Day in which case the last day shall be the next succeeding Business Day;

(h) the use of “or” is not intended to be exclusive unless explicitly indicated otherwise;

(i) references to “$” or to “dollars” shall mean the lawful currency of the United States of America; and

(j) the words “includes,” “including,” or any derivation thereof shall mean “including without limitation” or “including, but not limited to.”

Exhibit B-1

EXHIBIT C

LLC INTEREST PURCHASE AGREEMENT

Form of Assignment

Execution Version

ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS

This Assignment of Limited Liability Company Interests (“Assignment”) is dated as of November 2, 2015 and effective as of 12:01 a.m., Dallas, Texas time, on November 1, 2015 (the “Effective Time”), by and between Frontier El Dorado Refining LLC, a Delaware limited liability company (“Seller”), and Holly Energy Partners – Operating, L.P., a Delaware limited partnership (“Buyer”). Buyer and Seller are referred to collectively herein as the “Parties.”

RECITALS

Reference is made to that certain LLC Interest Purchase Agreement dated effective as of November 1, 2015, among HollyFrontier Corporation, a Delaware corporation, Seller and Buyer, pursuant to which Seller has agreed to sell and assign to Buyer all of the membership interests in El Dorado Operating LLC, a Delaware limited liability company (the “Company”), in accordance with the terms of such LLC Interest Purchase Agreement (such agreement, as the same may be amended, the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

This Assignment is delivered by Seller pursuant to the Purchase Agreement.

ASSIGNMENT

Now, therefore, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Subject to the representations, warranties and covenants of the parties contained in the Purchase Agreement, Seller hereby assigns to Buyer all of the limited liability company interests in the Company, and any income, distributions, or other value associated therewith or deriving therefrom (including, without limitation, the Company’s interest in the Assets) on and after the Effective Time (collectively, the “Membership Interests”).

2. Subject to the representations, warranties and covenants of the parties contained in the Purchase Agreement, Buyer hereby assumes, from and after the Effective Time, all obligations and liabilities of Seller with respect to the Membership Interests arising from and after the Effective Time.

3. Seller hereby agrees to promptly execute and deliver any corrective assignments and other legal documents or notification reasonably requested by Buyer to give effect to the intent of this Assignment.

4. Seller hereby acknowledges and agrees that, as a result of this Assignment, it no longer has any limited liability company interest or equity interest in the Company, and it resigns as a member of the Company effective as of the Effective Time.

5. This Assignment shall be binding upon the Parties and their respective successors and assigns.

6. This Assignment shall be governed by and construed in accordance with the internal laws of the State of Delaware.

Exhibit C-2

7. This Assignment is subject to the terms and conditions of the Purchase Agreement, and nothing contained herein shall be deemed to supersede, limit, amend, supplement, modify, vary or enlarge any of the rights, obligations, covenants, agreements, representations and warranties of the Parties under the Purchase Agreement, this Assignment being intended only to effect the transfer of the Membership Interests from Seller to Buyer as contemplated in the Purchase Agreement. In the event of any conflict between the terms of this Assignment and the terms of the Purchase Agreement, the terms of the Purchase Agreement shall control.

8. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

Exhibit C-3

IN WITNESS WHEREOF, this Assignment is executed to be effective as of the Effective Time.


Seller:

FRONTIER EL DORADO REFINING LLC

By:
Name:		Douglas S. Aron
Title:		Executive Vice President and Chief Financial Officer

Buyer:

HOLLY ENERGY PARTNERS – OPERATING, L.P.

By:
Name:		Richard L. Voliva III
Title:		Vice President and Chief Financial Officer

[Signature Page to Assignment of Limited Liability Company Interests]

EXHIBIT D

LLC INTEREST PURCHASE AGREEMENT

Form of Amended and Restated Master Site Services Agreement

Execution Version

AMENDED AND RESTATED MASTER SITE SERVICES AGREEMENT

Effective as of November 1, 2015

TABLE OF CONTENTS


ARTICLE 1 DEFINITIONS AND INTERPRETATIONS		1

1.1	Definitions	1

1.2	Interpretation	1

1.3	Independent Obligations	1

1.4	Prior Services Agreements	2

ARTICLE 2 RELATIONSHIP OF PARTIES		2

2.1	Rights and Obligations	2

2.2	Nature of the Relationship	2

ARTICLE 3 PROVISION OF SERVICE ITEMS		3

3.1	Provision of Service Items	3

3.2	Increased Quantities and Additional Service Items	3

3.3	Use of Service Items	4

3.4	Service Assets	4

3.5	Access	4

ARTICLE 4 ANNUAL SERVICE FEE		5

4.1	Increases in Annual Service Fee	5

4.2	Reduction of Annual Service Fee	5

ARTICLE 5 CONNECTION FACILITIES		5

5.1	Connection Facilities	5

ARTICLE 6 CAPITAL IMPROVEMENTS		6

6.1	Capital Improvements Relating to Provision of Service Items	6

ARTICLE 7 MONITORING COMMITTEE		7

7.1	Monitoring Committee	7

ARTICLE 8 LIABILITY AND INDEMNIFICATION		7

8.1	Limitation of Liability; Indemnity	7

8.2	Survival	8

ARTICLE 9 DISPUTE RESOLUTION		8

9.1	Dispute Resolution	8

ARTICLE 10 TERM AND TERMINATION		8

10.1	Applicable Term	8

10.2	Termination by Related Refinery Owner	9

10.3	Effect of Termination	9

ARTICLE 11 GENERAL PROVISIONS		9

11.1	Intellectual Property Rights	9


11.2	Notices	10

11.3	Severability	10

11.4	Entire Agreement	10

11.5	Waiver	10

11.6	Incorporation by Reference	10

11.7	Succession and Assignment	10

11.8	Binding Effect	11

11.9	Amendment	11

11.10	No Third Party Beneficiaries	11

11.11	Governing Law	11

11.12	Cooperation	11

11.13	Further Assurances	11

11.14	Recording	11

11.15	Conflicts Between Agreements	11

11.16	Counterparts	11

11.17	Joinder by Affiliates of Parties	11


EXHIBITS

EXHIBIT A – PARTIES
EXHIBIT B – DEFINITIONS
EXHIBIT C – INTERPRETATION
EXHIBIT D – SERVICE ITEMS
EXHIBIT E – PAYMENT FOR SERVICE ITEMS

AMENDED AND RESTATED MASTER SITE SERVICES AGREEMENT

This Master Site Services Agreement (this “Agreement”), is entered into on November 2, 2015 and effective as of 12:00 a.m. Central Time (the “Effective Time”) on November 1, 2015 (the “Effective Date”) by and between the Parties set forth on Exhibit A.

R E C I T A L S:

A. Pursuant to certain transactions, each Relevant Asset Owner acquired its respective Assets located at the Refinery Complex from the Related Refinery Owner;

B. In connection with each transaction between Relevant Asset Owner and the Related Refinery Owner, the Relevant Asset Owner leased from the Related Refinery Owner real property at the Related Refinery Owner’s Refinery Complex on which all or a part of the Relevant Asset Owner’s Assets are located;

C. Each Related Refinery Owner and the Relevant Asset Owner (except El Dorado Operating) has previously entered into a Prior Services Agreement pursuant to which the applicable Related Refinery Owner provides certain Service Items to the Relevant Asset Owner that are necessary to operate and maintain such Relevant Asset Owner’s Assets at the Refinery Complex;

D. Each Related Refinery Owner and each Relevant Asset Owner (except El Dorado Operating) entered into the Original Master Site Services Agreement which amended and restated in its entirety their respective Prior Agreement from and after January 1, 2015, all in accordance with the terms and conditions set forth in the Original Master Site Services Agreement; and

E. Each Related Refinery Owner and each Relevant Asset Owner now desires to amend and restate the Original Master Site Services Agreement in its entirety, in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATIONS

1.1 Definitions. Capitalized terms used throughout this Agreement and not otherwise defined herein shall have the meanings set forth on Exhibit B.

1.2 Interpretation. Matters relating to the interpretation of this Agreement are set forth on Exhibit C.

1.3 Independent Obligations. The Parties hereby acknowledge and agree that (a) the obligations of each Relevant Asset Owner and each Related Refinery Owner are independent of any obligation of any other Relevant Asset Owner and Related Refinery Owner, respectively, (b) the Parties shall look solely to their counterparty (as identified on Exhibit A) for fulfillment of their respective obligations under this Agreement; (c) no Relevant Asset Owner or Related Refinery Owner shall be obligated to fulfill any of the obligations of any other Relevant Asset Owner or Related Refinery Owner, respectively, and shall have no liability for such obligations.

1.4 Prior Services Agreements. The Original Master Site Services Agreement amended and restated each Prior Agreement in its entirety from and after January 1, 2015 through the Effective Time of this Agreement. It is the Parties’ intent that the terms and provisions of this Agreement shall be effective and govern from and after the Effective Time. Any matters first arising prior to January 1, 2015 shall be governed by the Prior Service Agreement relating thereto, if any.

ARTICLE 2

RELATIONSHIP OF PARTIES

2.1 Rights and Obligations. The Parties hereby enter into this Agreement for the purpose of setting forth their respective rights and obligations relating to the provision by the Related Refinery Owner of the Service Items to the Relevant Asset Owner in connection with the Relevant Asset Owner’s ownership, operation and maintenance of its Relevant Assets.

2.2 Nature of the Relationship.

2.2.1 No Limitation on Separate Businesses. Except as provided herein, this Agreement shall not in any manner limit the Parties in carrying on their respective separate businesses or operations or impose upon any Party a fiduciary duty vis-à-vis any other Party.

2.2.2 Independent Operations. Each Related Refinery Owner and each applicable Relevant Asset Owner recognize that portions of each of their respective businesses and operations are conducted within the Refinery Complex, and that necessary interactions result from such proximity. The respective businesses and operations of the Related Refinery Owner and Relevant Asset Owner will be managed and conducted by them, as independent companies, and each shall act and conduct its business and operations independently wherever possible. Further, each Related Refinery Owner and Relevant Asset Owner recognize their mutual responsibility to support the capability of each other to conduct their respective businesses and operations for routine and non-routine activities (including start-ups, shut downs, turnarounds, emergencies and other infrequent events).

2.2.3 No Partnership. Notwithstanding the foregoing, nothing in this Agreement and no actions taken by the Related Refinery Owner and the Relevant Asset Owner shall constitute a partnership, joint venture, association or other co-operative entity among the Related Refinery Owner and the Relevant Asset Owner or authorize either the Related Refinery Owner or the Relevant Asset Owner to represent or contract on behalf of the other. Each Related Refinery Owner, as the supplier of the Service Items, is acting solely as an independent contractor and is not an agent of any Relevant Asset Owner. The provision of the Service Items hereunder shall be under the sole supervision, control and direction of the Related Refinery Owner and not the Relevant Asset Owner. No Party is authorized to legally bind or act as an agent for any other Party.

2.2.4 Permits. Notwithstanding the Relevant Asset Owner’s obligation to maintain and operate the Relevant Assets and Additional Improvements and comply with Applicable Laws, the Related Refinery Owner and the Relevant Asset Owner acknowledge that the Related Refinery Owner may, as required by any applicable Governmental Authorities, maintain air quality and other environmental permits in its name. Consequently and also for the ease of administration, the Related Refinery Owner may maintain in its name the air quality permits and other authorizations applicable to all, or part of, the Relevant Assets and Additional Improvements and may be responsible for making any reports or other notifications to Governmental Authorities pursuant to such permits or Applicable Laws; provided that

upon the Related Refinery Owner’s written request the Relevant Asset Owner shall apply for, obtain and maintain any such permits in its name. Nothing in this Agreement shall reduce the Relevant Asset Owner’s obligations under Applicable Laws with respect to the Relevant Assets and Additional Improvements.

ARTICLE 3

PROVISION OF SERVICE ITEMS

3.1 Provision of Service Items.

3.1.1 Service Items. During the Applicable Term of this Agreement, the Related Refinery Owner shall make available and provide to the Relevant Asset Owner, in accordance with the terms and conditions of this Agreement, the Service Items for such Relevant Asset Owner as described more fully on Exhibit D to this Agreement for use by the Relevant Asset Owner and any of its Affiliates and agents in connection with the Relevant Asset Owner’s ownership, operation and maintenance of the Relevant Assets and any Additional Improvements.

3.1.2 Quality of Service Items. If the Relevant Asset Owner reasonably believes in good faith that a Service Item provided is not of the quality or quantity necessary to operate and maintain the Relevant Assets and any Additional Improvements as currently operated and maintained, the Relevant Asset Owner may deliver written notice of such claim to the Related Refinery Owner. If the Related Refinery Owner does not reasonably satisfy the Relevant Asset Owner’s claim pursuant to the foregoing sentence within 30 days after receipt of such notice (or if such claim is of a nature that cannot be resolved within 30 days, if the Related Refinery Owner does not commence to satisfy such claim within 30 days after receipt of such notice and thereafter diligently pursue satisfying such claim to completion), then the Relevant Asset Owner may reject such Service Item and submit a proposal to the Related Refinery Owner to reduce the amount of the Annual Service Fee set forth on Exhibit E in accordance with Section 4.3. If the Related Refinery Owner refuses to reduce the Annual Service Fee, the Dispute shall be resolved in accordance with the provisions of Article 9.

3.1.3 Notifications. The Related Refinery Owner shall notify the Relevant Asset Owner as soon as practicable of any actual or anticipated changes in the character of any Service Item or any actual or anticipated interruptions, shut-downs, turnarounds or similar events that may adversely affect the provision of any Service Item.

3.1.4 Standard of Care. The Related Refinery Owner shall provide all Service Items to the Relevant Asset Owner and perform all services hereunder in accordance with Standard Operating Practice. The provision of all Service Items and services hereunder shall be on a non-discriminatory basis comparable to that provided or performed by the Related Refinery Owner with respect to its own business at the Refinery Complex unless otherwise specified herein.

3.2 Increased Quantities and Additional Service Items.

3.2.1 Adjustments to Service Items. If subsequent to the date hereof increased quantities of any Service Items are reasonably required by a Relevant Asset Owner from the Related Refinery Owner in connection with its ownership, operation or maintenance of the Relevant Assets or any improvements or additions thereto, the Related Refinery Owner shall use commercially reasonable efforts to provide such increased quantities of such Service Item on the same terms and conditions set forth in Exhibit D, so long as the provision of such increased quantities does not interfere in any material respect with the Related Refinery Owner’s operations at the Refinery Complex or require the Related Refinery Owner to make a capital improvement to any Service Asset. If the provision by the Related Refinery

Owner of increased quantities of any Service Item requested by the Relevant Asset Owner would require the Related Refinery Owner to make such a capital improvement, then the Relevant Asset Owner may submit a request to the Related Refinery Owner pursuant to Section 6.1. The applicable Annual Service Fee with respect to increased quantities of any Service Item requested by a Relevant Asset Owner may be increased in accordance with Article 4. Notwithstanding anything to the contrary herein, in the event that:

(a) the Relevant Asset Owner uses the Relevant Assets to provide services to third parties,

(b) the Relevant Asset Owner’s provision of such third-party services results in a material increase of any Service Item required by the Relevant Asset Owner, and

(c) provision of such Service Items is available to the Relevant Asset Owner from third-party vendors on commercially reasonable terms,

then the Related Refinery Owner may decline to provide such increased and additional Service Item. Further, if, in the Related Refinery Owner’s sole discretion, the provision of any Service Item by the Related Refinery Owner in connection with the Relevant Asset Owner’s provision of services to third parties could expose the Related Refinery Owner or the Related Refinery Owner’s assets to environmental risk or liability, then the Related Refinery Owner may refuse to provide such Service Item in connection with the Relevant Asset Owner’s provision of services to third parties.

3.2.2 New Service Items. If subsequent to the date hereof one or more additional Service Items not specifically described herein, but which are being produced or utilized by the Related Refinery Owner or its Affiliates in the normal course of their operations at the Refinery Complex (“Additional Service Items”), are or become reasonably necessary to operate or maintain the Relevant Assets and any Additional Improvements, the Related Refinery Owner shall use commercially reasonable efforts to provide such Additional Service Items to the Relevant Asset Owner on terms and conditions consistent with the provision of the existing Service Items provided by the Related Refinery Owner. The applicable Annual Service Fee with respect to such Additional Service Items may be increased in accordance with Article 4.

3.3 Use of Service Items. Each Relevant Asset Owner agrees to utilize the Service Items provided to it by the Related Refinery Owner solely in connection with its ownership, operation and maintenance of the Relevant Assets and any Additional Improvements; provided, however, that no provision of this Agreement shall obligate any Relevant Asset Owner in any way to utilize all or part of the Service Items provided by the Related Refinery Owner.

3.4 Service Assets. Subject to Article 8, each Related Refinery Owner shall be responsible for operating and maintaining its respective Service Assets, at its sole cost and expense, in accordance with Standard Operating Practice. Except for any capital improvement project proposed by a Relevant Asset Owner under Article 6 or undertaken by a Relevant Asset Owner under Article 5, the Related Refinery Owner shall be responsible for all costs and expenses of any capital improvements to, or acquisitions of additional, Services Assets.

3.5 Access. The relative rights of access for the Related Refinery Owner and the Relevant Asset Owner for each Refinery Complex are set forth in the Master Lease and Access Agreement.

ARTICLE 4

ANNUAL SERVICE FEE

4.1 Annual Service Fee. Within thirty (30) days following the end of each calendar month, the Relevant Asset Owner will pay the Related Refinery Owner an amount equal to one-twelfth (1/12) of the aggregate of its fees set forth on Exhibit E (the “Annual Service Fee”) for the provision by the Related Refinery Owner and its Affiliates to the Relevant Asset Owner during such calendar month of all the Service Items described in Exhibit D. The monthly payment for the first month under the Applicable Term of this Agreement will be prorated based on the number of days elapsed from the date of this Agreement through the last day of the first calendar month and the number of days in such calendar month.

4.2 Increases in Annual Service Fee.

4.2.1 Annual Adjustment. The Annual Service Fee shall be adjusted on July 1 of each calendar year, commencing on the first July 1 following the Effective Date, by an amount equal to the PPI Adjustment; provided, that, effective as of the date hereof, the Annual Service Fee shall never be increased by more than 3% for any such calendar year. If the PPI is no longer published, then the Parties shall negotiate in good faith to agree on a new index that gives comparable protection against inflation, and the same method of adjustment for increases in the new index shall be used to calculate increases in the Annual Service Fee. If the Parties are unable to agree, a new index will be determined by binding arbitration in accordance with Section 9.1.4.

4.2.2 Additional Cost Adjustment. Each Related Refinery Owner may also increase the Annual Service Fee to be paid by the Relevant Asset Owner for any calendar year by an amount equal to the actual cost to the Related Refinery Owner of providing increased quantities of any Service Item or of providing any Additional Service Items pursuant to Section 3.2.1 and Section 3.2.2 to the Relevant Asset Owner.

4.3 Reduction of Annual Service Fee. Within thirty (30) days following the end of each calendar year, the Relevant Asset Owner will have the right to submit to the Related Refinery Owner a proposal to reduce the amount of the Annual Service Fee or other charges paid (or to be paid) for that year if the Relevant Asset Owner reasonably believes, in good faith, that one or more Service Items provided by the Related Refinery Owner for that year was not of the quality or quantity necessary to operate and maintain the Relevant Assets as currently operated and maintained. If the Relevant Asset Owner submits such a proposal to the Related Refinery Owner, the Relevant Asset Owner and the Related Refinery Owner shall determine in good faith the reduction, if any, to the Annual Service Fee for that year. If the Parties are unable to reach an agreement with respect to any such proposals, such Dispute shall be resolved in accordance with Article 9.

ARTICLE 5

CONNECTION FACILITIES

5.1 Connection Facilities.

5.1.1 Connection Facilities. Where necessary, the Relevant Asset Owner shall install or cause to be installed, at the expense of the Relevant Asset Owner or, if mutually agreed, the Related Refinery Owner, one or more Connection Facilities, which shall be of a quality and type reasonably necessary to establish appropriate interconnections between the Relevant Assets and the Service Assets. The design of any necessary Connection Facilities shall be submitted by the Relevant Asset Owner for review by the Related Refinery Owner. The Related Refinery Owner shall have thirty (30) days in which

to notify the Relevant Asset Owner of any modifications that are necessary to conform the design to Standard Operating Practices and to comply with requirements of Governmental Authorities, otherwise the Related Refinery Owner shall be deemed to have approved such design.

5.1.2 Cooperation. The Relevant Asset Owner and the Related Refinery Owner shall reasonably cooperate with one another with respect to the installation, operation and maintenance of the Connection Facilities so as to minimize any disruption to the operation of the Refinery Complex, the Relevant Assets and the Service Assets.

ARTICLE 6

CAPITAL IMPROVEMENTS

6.1 Capital Improvements Relating to Provision of Service Items.

6.1.1 Requests for Capital Improvements. The Relevant Asset Owner may submit from time to time to the Related Refinery Owner written requests for the Related Refinery Owner to undertake capital improvement projects relating to the provision by the Related Refinery Owner of Service Items. Any such requests shall specify in reasonable detail:

(a) the capital improvements to be made;

(b) any permits that may be required;

(d) any proposed changes to this Agreement; and

(e) any other relevant information relating to such capital improvement project.

6.1.2 Response to Requests for Capital Improvements. The Related Refinery Owner agrees that it will consider in good faith any request pursuant to Section 6.1.2, but it shall have no obligation to agree to undertake any such capital improvement project and may reject such request. The Related Refinery Owner shall provide the Relevant Asset Owner a written explanation for the rejection of any request. If the Related Refinery Owner agrees to undertake any such capital improvement project, the Relevant Asset Owner shall be responsible for all costs associated with such project, without duplication of other amounts paid or payable by the Relevant Asset Owner under this Agreement, including:

(a) the cost of completing the capital improvements;

(b) the Related Refinery Owner’s costs and expenses incurred in connection with such project; and

(c) any increased costs of operation incurred or to be incurred by the Related Refinery Owner as a result of such project;

provided, however, that if other Persons receive any of the benefits of such capital improvement project, such other Persons shall bear their respective pro rata shares of all costs associated with such project (based upon and only to the extent of the relative benefits received by them), and the Relevant Asset Owner’s costs with respect thereto shall be reimbursed by the Related Refinery Owner as, when, if and to the extent savings are received or as, when, if and to the extent the other Person utilizes such benefits.

ARTICLE 7

MONITORING COMMITTEE

7.1 Monitoring Committee.

7.1.1 Monitoring Committee. Each Related Refinery Owner and Relevant Asset Owner shall jointly establish a committee (the “Monitoring Committee”) to review the performance by the Related Refinery Owner and Relevant Asset Owner of this Agreement and the provision of Service Items by the Related Refinery Owner to the Relevant Asset Owner hereunder in an effort to ensure the smooth and efficient performance of this Agreement. The Monitoring Committee shall be comprised of one representative from the Related Refinery Owner and one representative from the Relevant Asset Owner. In addition, other representatives that such Related Refinery Owner and Relevant Asset Owner may reasonably require shall report to, and attend meetings of, the Monitoring Committee.

7.1.2 Meetings. Each Monitoring Committee shall meet, either in person, by telephone, or other means mutually acceptable to the members of the Monitoring Committee no less than once every six (6) months throughout the Term (other than where the Related Refinery Owner and the Relevant Asset Owner agree that such a periodic meeting is not necessary) and as otherwise reasonably requested by a Related Refinery Owner or the Relevant Asset Owner.

7.1.3 Review of Performance. Each Monitoring Committee shall endeavor in good faith to resolve issues raised in respect of the performance of this Agreement and the provision of any Service Item hereunder for its respective Related Refinery Owner and Relevant Asset Owner. Each Monitoring Committee shall review the performance of its respective Related Refinery Owner and Relevant Asset Owner in the provision and receipt of Service Items under this Agreement and shall consider any proposed improvement plans.

7.1.4 Recommendations. Each Monitoring Committee shall have the authority to develop modifications or amendments to its respective portion of the Exhibits to this Agreement on behalf of its respective Related Refinery Owner and Relevant Asset Owner; however, to become effective any such modifications or amendments must be in writing and be duly signed by the Related Refinery Owner and Relevant Asset Owner. Each Monitoring Committee shall, as needed to carry out its duties under this Article 7, develop mutually agreed protocols and administrative procedures.

ARTICLE 8

LIABILITY AND INDEMNIFICATION

8.1 Limitation of Liability; Indemnity. The Parties acknowledge and agree that the provisions relating to force majeure, indemnity and the limitation of liability are set forth in the Omnibus Agreement. Notwithstanding anything in this Agreement or the Omnibus Agreement to the contrary and solely for the purpose of determining which of the Related Refinery Owners or Relevant Asset Owners shall be liable in a particular circumstance, neither a Related Refinery Owner nor a Relevant Asset Owner shall be liable to another Party for any loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred (collectively, “Damages”) by such Party except to the extent set forth in the Omnibus Agreement and to the extent that the Related Refinery Owner or Relevant Asset Owner causes such Damages or owns or operates the assets or other property in question responsible for causing such Damages. In no event shall any Related Refinery Owner have any liability to another Related Refinery Owner, or shall any Relevant Asset Owner have any liability to another Relevant Asset Owner, for Damages, regardless of how caused or under any theory of recovery.

8.2 Survival. The provisions of this Article 8 shall survive the termination of this Agreement.

ARTICLE 9

DISPUTE RESOLUTION

9.1 Dispute Resolution.

9.1.1 Dispute Resolution Procedures. Any Dispute arising out of or in connection with this Agreement, including any question regarding the existence, validity or termination of this Agreement, shall be exclusively resolved in accordance with this Article 9 and the provisions relating to dispute resolution set forth in the Omnibus Agreement.

9.1.2 Initial Meeting. In the event of a Dispute between a Related Refinery Owner and the Relevant Asset Owner, the Related Refinery Owner and the Relevant Asset Owner shall, within ten (10) days of a written request by either of them to the other, meet in good faith to resolve such Dispute.

9.1.3 Submission to Monitoring Committee. Any Dispute that cannot be resolved by the Related Refinery Owner and the Relevant Asset Owner shall be submitted to their respective Monitoring Committee which shall endeavor to amicably resolve the Dispute. The Related Refinery Owner and the Relevant Asset Owner shall provide their respective Monitoring Committee with such information as it reasonably requires to enable it to determine the issues relevant to the Dispute.

9.1.4 Resolution Pursuant to Omnibus Agreement. If the Related Refinery Owner and the Relevant Asset Owner are unable to resolve the dispute within fifteen (15) days after submission of such dispute to the Monitoring Committee (or such other period as may be agreed by the Related Refinery Owner and the Relevant Asset Owner), the matter shall be resolved in the manner provided for Dispute resolution in the Omnibus Agreement.

9.1.5 Performance During Dispute. Pending resolution of any Dispute between the Related Refinery Owner and the Relevant Asset Owner, the Related Refinery Owner and the Relevant Asset Owner shall continue to perform in good faith their respective obligations under this Agreement based upon the last agreed performance demonstrated prior to the Dispute.

ARTICLE 10

TERM AND TERMINATION

10.1 Applicable Term. This Agreement shall be in full force and effect on and from the date hereof and shall continue for the Applicable Term as to each Related Refinery Owner and Relevant Asset Owner for a term that is coterminous with the Master Lease and Access Agreement between such Related Refinery Owner and the Relevant Asset Owner such that if the Applicable Term in the Master Lease and Access Agreement is terminated or expires for any reason, this Agreement shall also be deemed to have terminated with respect to such Related Refinery Owner and Relevant Asset Owner on the same date of the termination or expiration of the Master Lease and Access Agreement.

10.2 Termination by Related Refinery Owner. Each Related Refinery Owner may, in addition to its other remedies, terminate this Agreement, with respect to itself and the Relevant Asset Owner only, as a whole in any one of the following circumstances:

(a) if a Bankruptcy Event occurs and is continuing in relation to the Relevant Asset Owner or its Affiliates and the Relevant Asset Owner does not provide adequate assurances to such Related Refinery Owner within thirty (30) days of the occurrence of the Bankruptcy Event that the Relevant Asset Owner will continue to pay the Annual Service Fee and other charges on the terms and conditions of this Agreement;

(b) with no less than thirty (30) days prior written notice following a decision by the Relevant Asset Owner to discontinue the operation of all or substantially all of the Relevant Assets and any Additional Improvements; or

(c) if the Relevant Asset Owner without proper justification fails to pay any undisputed Annual Service Fee (or portion thereof) or other charge its owes within thirty (30) days of the date when such payment became due, and such failure continues thereafter for a period of thirty (30) days after written notice from such Related Refinery Owner.

10.3 Effect of Termination.

10.3.1 Mitigation Measures. Each Related Refinery Owner shall use its reasonable commercial efforts to minimize any adverse effect to the Relevant Asset Owner resulting from the termination of the rendering, in whole or in part, of any Service Item under this Agreement.

10.3.2 Accounting. Within sixty (60) days after termination of this Agreement in whole with respect to any Related Refinery Owner and the Relevant Asset Owner, the Related Refinery Owner shall provide the Relevant Asset Owner with a final accounting of the amount of (i) any Annual Service Fee and other applicable charges due with respect to the period beginning on January 1 of the calendar year in which the termination occurred and ending on the effective date of the termination; and (ii) any unpaid and undisputed Annual Service Fee and other applicable charges attributable to the prior calendar year. If the Relevant Asset Owner agrees with the total amount shown on the final accounting, the Relevant Asset Owner shall pay the Related Refinery Owner such amount within thirty (30) days following the receipt of such final accounting. The Related Refinery Owner and the Relevant Asset Owner shall meet in good faith to resolve any Dispute relating to the final accounting as expeditiously as possible.

10.3.3 No Prejudice. Any termination of this Agreement, either in whole or in part with respect to a Related Refinery Owner and the Relevant Asset Owner, and termination of any individual Service Item with respect to a Related Refinery Owner and the Relevant Asset Owner shall be without prejudice to the accrued rights, remedies and liabilities of the Related Refinery Owner and the Relevant Asset Owner at the time of such termination and all provisions of this Agreement necessary for the full enjoyment thereof shall survive such termination for the period so necessary.

10.3.4 Termination Abeyance During Dispute. If there is a Dispute regarding the termination of this Agreement with respect to a Related Refinery Owner and the Relevant Asset Owner or a Service Item under this Article 10, then no termination shall occur until thirty (30) days following resolution of the Dispute or by written agreement of the Related Refinery Owner and the Relevant Asset Owner.

ARTICLE 11

GENERAL PROVISIONS

11.1 Intellectual Property Rights. Neither this Agreement nor the performance by any of the Parties of its duties hereunder shall operate to convey, license or otherwise transfer from one Party to the

other any patent, know-how, trade secrets or other intellectual property rights. The copyright, property and any other rights in any document or material supplied under this Agreement shall, in the absence of any express provision to the contrary thereon, remain with the disclosing Party.

11.2 Notices. Any notice or other communication given under this Agreement shall be in writing and shall be delivered in accordance with the requirements for notices set forth in the Omnibus Agreement.

11.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party hereto. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

11.4 Entire Agreement. This Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof as applicable to such Party and supersedes all prior agreements and undertakings, both written and oral, between a Related Refinery Owner and the Relevant Asset Owner with respect to the subject matter hereof.

11.5 Waiver. To be effective, any waiver of any right under this Agreement must be in writing and signed by a duly authorized officer or representative of the Party bound thereby.

11.6 Incorporation by Reference. Any reference herein to any Exhibit to this Agreement will incorporate such Exhibit herein as if it were set out in full in the text of this Agreement.

11.7 Succession and Assignment. Neither this Agreement nor any of the rights or obligations hereunder shall be assigned without the prior written consent of the Related Refinery Owner (in the case of any assignment by the Relevant Asset Owner) or the Relevant Asset Owner (in the case of any assignment by the Related Refinery Owner), in each case, such consent is not to be unreasonably withheld or delayed; provided, however, that (i) a Relevant Asset Owner may make such an assignment (including a partial pro rata assignment) to its Affiliate without the Related Refinery Owner’s consent, (ii) a Related Refinery Owner may make such an assignment (including a pro rata partial assignment) to its Affiliate without the Relevant Asset Owner’s consent, (iii) a Related Refinery Owner may make a collateral assignment of its rights and obligations hereunder, and (iv) a Relevant Asset Owner may make a collateral assignment of its rights hereunder and/or grant a security interest in all or a portion of the its Relevant Assets to a bona fide third party lender or debt holder, or trustee or representative for any of them, without the Related Refinery Owner’s consent, if such third party lender, debt holder or trustee shall have executed and delivered to the Related Refinery Owner a non-disturbance agreement in such form as is reasonably satisfactory to the Related Refinery Owner and such third party lender, debt holder or trustee and the Related Refinery Owner executes an acknowledgement of such collateral assignment in such form as may from time to time be reasonably requested. Any attempt to make an assignment otherwise than as permitted by the foregoing shall be null and void. The assigning Party agrees to require its respective successors, if any, to expressly assume, in a form of agreement reasonably acceptable to the other Parties, its obligations under this Agreement. Notwithstanding anything to the contrary herein, a Related Refinery Owner may engage third-party contractors to perform any of the services or actions it is required to perform hereunder without the Relevant Asset Owner’s prior consent.

11.8 Binding Effect. This Agreement will be binding upon, and will inure to the benefit of, the Parties and their respective successors, permitted assigns and legal representatives.

11.9 Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, each of the Parties hereto.

11.10 No Third Party Beneficiaries. Any Person not a Party to this Agreement shall have no rights under this Agreement as a third party beneficiary or otherwise.

11.11 Governing Law. THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE RELEVANT ASSETS ARE LOCATED WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW RULES THAT WOULD DIRECT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

11.12 Cooperation. The Parties acknowledge that they are entering into a long-term arrangement in which the cooperation of the Related Refinery Owner and the Relevant Asset Owner will be required. If, during the Applicable Term of this Agreement, changes in the operations, facilities or methods of either the Related Refinery Owner or the Relevant Asset Owner will materially benefit one of them without detriment to the other, the Related Refinery Owner or the Relevant Asset Owner commit to each other to make reasonable efforts to cooperate and assist each other.

11.13 Further Assurances. The Parties shall execute such additional documents and shall cause such additional actions to be taken as may be required or, in the judgment of any Party, be necessary or desirable, to effect or evidence the provisions of this Agreement and the transactions contemplated hereby.

11.14 Recording. Upon the request of any Party, the Parties hereto shall execute, acknowledge, deliver and record a “short form” memorandum of this Agreement.

11.15 Conflicts Between Agreements. In the event a conflict between the terms and conditions contained in the applicable Throughput Agreement or the other Ancillary Agreements for the Relevant Assets and this Agreement arises in connection with any matter pertaining to the provision of the Service Items, the terms and conditions contained in the applicable Throughput Agreement will govern. Nothing contained in this Agreement shall be deemed to limit or restrict the Relevant Asset Owner’s rights to fully use and enjoy the rights and benefits it has under the Purchase Agreement or the other Ancillary Agreements.

11.16 Counterparts. This Agreement may be executed in one or more counterparts, and by the Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

11.17 Joinder by Affiliates of Parties. From time to time, an Affiliate of a Relevant Asset Owner who own assets at a refinery (whether now or in the future owned by a Related Refinery Owner or its Affiliate), may desire to become a party to this Agreement so as to have such refinery owner provide Service Items in connection with such assets, upon such terms and conditions that such Relevant Asset Owner (or its Affiliate) and the refinery owner may agree. The joinder of such Relevant Asset Owner’s Affiliate and/or a Related Refinery Owner’s Affiliate to this Agreement shall be effective upon the execution of a joinder agreement (a “Joinder”), in form and substance acceptable to such parties. The Joinder shall specify such Affiliate’s “Relevant Assets,” the Service Items, Applicable Term and the

related Annual Service Fee, and shall include any provisions unique to such Affiliate’s Relevant Assets. In executing the Joinder, such parties thereby acknowledge, represent and warrant that they have read and are familiar with the terms and conditions of this Agreement and upon execution of the Joinder, and that this Agreement is the binding and enforceable obligation of them, modified only as expressly set forth in such Joinder. The Joinder shall be for the sole purpose of joining such Affiliate(s) to this Agreement and, except as expressly set forth in the Joinder only with respect to such Affiliate(s), shall not alter, modify or affect any of the terms or conditions of this Agreement as they relate to such Affiliate(s), the Relevant Asset Owners or the Related Refinery Owners, all of which remain in full force and effect.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have caused this Amended and Restated Master Site Services Agreement to be executed by their duly authorized officers or representatives to be effective as of the Effective Date.


Related Refinery Owners:

	FRONTIER EL DORADO REFINING LLC
	FRONTIER REFINING LLC
	HOLLY REFINING & MARKETING – TULSA LLC
	HOLLY REFINING & MARKETING COMPANY – WOODS CROSS LLC
	NAVAJO REFINING COMPANY, L.L.C.

	By:
	Name:	Douglas S. Aron
	Title:	Executive Vice President and Chief Financial Officer

Relevant Asset Owners:

	EL DORADO LOGISTICS LLC
	EL DORADO OPERATING LLC
	CHEYENNE LOGISTICS LLC
	HEP TULSA LLC

	By:
	Name:	Richard L. Voliva III
	Title:	Vice President and Chief Financial Officer

	HEP WOODS CROSS, L.L.C.
	HEP PIPELINE, L.L.C.

		By:	Holly Energy Partners – Operating, L.P., its sole member

			By:
			Name:	Richard L. Voliva III
			Title:	Vice President and Chief Financial Officer

Exhibit A

Amended and Restated Master Site Services Agreement

Parties

•

Frontier El Dorado and El Dorado Logistics with respect to the Service Items provided by Frontier El Dorado to El Dorado Logistics;

•

Frontier El Dorado and El Dorado Operating with respect to the Service Items provided by Frontier El Dorado to El Dorado Operating;

•

Frontier Cheyenne and Cheyenne Logistics with respect to the Service Items provided by Frontier Cheyenne to Cheyenne Logistics;

•

Holly Tulsa and HEP Tulsa with respect to the Service Items provided by Holly Tulsa to HEP Tulsa;

•

Holly Woods Cross and HEP Woods Cross with respect to the Service Items provided by Holly Woods Cross to HEP Woods Cross; and

•

Navajo and HEP Pipeline with respect to the Service Items provided by Navajo to HEP Pipeline.

Exhibit A-1

Exhibit B

Amended and Restated Master Site Services Agreement

Definitions

“Affiliate” means, with to respect to a specified person, any other person controlling, controlled by or under common control with that first person. As used in this definition, the term “control” includes (a) with respect to any person having voting securities or the equivalent and elected directors, managers or persons performing similar functions, the ownership of or power to vote, directly or indirectly, voting securities or the equivalent representing 50% or more of the power to vote in the election of directors, managers or persons performing similar functions, (b) ownership of 50% or more of the equity or equivalent interest in any person, or (c) the ability to direct the business and affairs of any person by acting as a general partner, manager or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, the Owners, on the one hand, and the Operator, on the other hand, shall not be considered Affiliates of each other.

“Additional Improvements” shall have the meaning given such term in the Master Lease and Access Agreement.

“Additional Service Items” is defined in Section 3.2(b).

“Agreement” is defined in the preamble.

“Ancillary Agreements” means, collectively, any other agreement executed by the Related Refinery Owner and the Relevant Asset Owner in connection with the Operating Partnership’s acquisition of the Relevant Asset Owner and the Relevant Asset Owner’s ownership of the Relevant Assets or the Relevant Asset Owner’s acquisition of the Relevant Assets, as the case may be, that has not been otherwise amended or superseded.

“Annual Service Fee” is defined in Section 4.1.

“Applicable Law” means any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement, or other governmental restriction or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued under any of the foregoing by, or any determination of, any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including, without limitation, all of the terms and provisions of the common law of such Governmental Authority), as interpreted and enforced at the time in question.

“Applicable Term” as to each Relevant Asset Owner and each Related Refinery Owner has the same meaning as set forth in the Master Lease and Access Agreement.

“Bankruptcy Event” means, in relation to any Party,

(a) the making of a general assignment for the benefit of creditors by such Party;

(b) the entering into of any arrangement or composition with creditors as a result of insolvency (other than for the purposes of a solvent reconstruction or amalgamation);

Exhibit B-1

(i) seeking to adjudicate such Party as bankrupt or insolvent or seeking protection or relief from creditors,

(ii) seeking liquidation, winding up, or rearrangement, reorganization or adjustment of such Party or its debts (other than for purposes of a solvent reconstruction or amalgamation), or

(iii) seeking the entry of an order for the appointment of a receiver, trustee or other similar official for such Party or for all or a substantial part of such Party’s assets.

(d) the institution of any proceeding of the type described in the third bullet above against such Party, which proceeding shall not have been dismissed within ninety (90) days following its institution.

“Cheyenne Logistics” means Cheyenne Logistics LLC, a Delaware limited liability company.

“Claim” means any existing or threatened future claim, demand, suit, action, investigation, proceeding, governmental action or cause of action of any kind or character (in each case, whether civil, criminal, investigative or administrative), known or unknown, under any theory, including those based on theories of contract, tort, statutory liability, strict liability, employer liability, premises liability, products liability, breach of warranty or malpractice.

“Connection Facilities” means all physical interconnections and related equipment and facilities required to deliver the Service Items described in Exhibit D to the Relevant Assets from various locations within the Refinery Complex.

“Dispute” means any dispute or difference that arises between two or more Parties in connection with or arising out of this Agreement (including, any dispute as to the termination or invalidity of this Agreement or any provision of it).

“Effective Date” is defined in the preamble.

“Effective Time” is defined in the preamble.

“El Dorado Logistics” means El Dorado Logistics LLC, a Delaware limited liability company.

“El Dorado Operating” means El Dorado Operating LLC, a Delaware limited liability company.

“Frontier Cheyenne” means Frontier Refining LLC, a Delaware limited liability company.

“Frontier El Dorado” means Frontier El Dorado Refining LLC, a Delaware limited liability company.

“Governmental Authority” means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing.

“HEP Pipeline” means HEP Pipeline, L.L.C., a Delaware limited liability company.

Exhibit B-2

“HEP Tulsa” means HEP Tulsa LLC, a Delaware limited liability company.

“HEP Woods Cross” means HEP Woods Cross, L.L.C., a Delaware limited liability company.

“Holly Tulsa” means Holly Refining & Marketing – Tulsa LLC, a Delaware limited liability company.

“Holly Woods Cross” means Holly Refining & Marketing Company – Woods Cross LLC, a Delaware limited liability company.

“Master Lease and Access Agreement” means that certain Amended and Restated Master Lease and Access Agreement, dated effective as of the effective date hereof, between the Related Refinery Owner and the Relevant Asset Owner, as may be amended, modified or restated from time to time, pursuant to which the Related Refinery Owner leases to the Relevant Asset Owner real property at the Refinery Complex on which all or a part of the Relevant Assets are located.

“Monitoring Committee” is defined in Section 7.1(a).

“Navajo” means Navajo Refining Company, L.L.C., a Delaware limited liability company.

“Omnibus Agreement” means the Thirteenth Amended and Restated Omnibus Agreement among the Parties and others, dated as of the date hereof, as may be amended, modified or supplemented from time to time.

“Operating Partnership” means Holly Energy Partners - Operating, L.P., a Delaware limited partnership.

“Original Master Site Services Agreement” means that certain Master Site Services Agreement effective as of January 1, 2015 among the Related Refinery Owners and the Relevant Asset Owners (except El Dorado Operating).

“Parties” or “Party” means the Related Refinery Owners and the Relevant Asset Owners collectively and any of them individually.

“Person” means any individual or entity, including any partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, unincorporated organization or Governmental Authority (or any department, agency or political subdivision thereof).

“PPI” means the Producers Price Index-Commodities-Finished Goods, (PPI), et al.

“PPI Adjustment” means the upper change in the annual change rounded to four decimal places of the PPI, produced by the U.S. Department of Labor, Bureaus of Labor Statistics; provided that the Annual Service Fee shall never be increased by more than 3% for any such calendar year. The series ID is WPUSOP3000 – located at http://www.bls.gov/data/. The change factor shall be calculated as follows: annual PPI index (most current year) less annual PPI index (most current year minus 1) divided by annual PPI index (most current year minus 1). An example for year 2009 change is: [PPI (2008) – PPI (2007)] / PPI (2007) or (177.1 – 166.6) / 166.6 or .063 or 6.3%. If the PPI change is negative in a given year then there will be no change in the Annual Service Fee.

“Premises” shall have the meaning set forth in the Master Lease and Access Agreement.

Exhibit B-3

“Prior Services Agreement” means:


with respect to:		Refinery Complex:
Frontier El Dorado and El Dorado Logistics		Site Services Agreement (El Dorado), dated as of November 9, 2011

Frontier Cheyenne and Cheyenne Logistics		Site Services Agreement (Cheyenne), dated as of November 9, 2011

Holly Tulsa and HEP Tulsa		Second Amended and Restated Site Services Agreement (Tulsa), dated as of August 31, 2011

Holly Woods Cross and HEP Woods Cross		Site Services Agreement (Woods Cross), dated as of February 29, 2008

Navajo and HEP Pipeline (Artesia)		Site Services Agreement (Artesia), dated as of February 29, 2008

Navajo and HEP Pipeline (Lovington)		Site Services Agreement (Lovington), dated as of February 29, 2008

“Purchase Agreements” means the relevant purchase agreement entered into between HollyFrontier Corporation (or its predecessor in interest) pursuant to which the Operating Partnership acquired the Relevant Asset Owner.

“Refinery Complex” means:


with respect to:		Refinery Complex:
Frontier El Dorado and El Dorado Logistics or Frontier El Dorado and El Dorado Logistics		the refinery complex owned by Frontier El Dorado, commonly known as the El Dorado Refinery, and located in the City of El Dorado, Butler County, Kansas

Frontier Cheyenne and Cheyenne Logistics		the refinery complex owned by Frontier Cheyenne, commonly known as the Cheyenne Refinery, and located in the City of Cheyenne, Laramie County, Wyoming

Holly Tulsa and HEP Tulsa		collectively, the refinery complex owned by Holly Tulsa commonly known as the East Tulsa Refinery, and located in the City of Tulsa, Tulsa County, Oklahoma, and the refinery complex owned by Holly Tulsa commonly known as the West Tulsa Refinery, and located in the City of Tulsa, Tulsa County, Oklahoma

Holly Woods Cross and HEP Woods Cross		the refinery complex owned by Holly Woods Cross, commonly known as the Woods Cross Refinery, and located near the City of Woods Cross, Davis County, Utah

Navajo and HEP Pipeline (Artesia)		the refinery complex owned by Navajo, commonly known as the Navajo Refinery, and located near the City of Artesia, Eddy County, New Mexico

Navajo and HEP Pipeline (Lovington)		the refinery complex owned by Navajo, commonly known as the Navajo Refinery, and located near the City of Lovington, Lea County, New Mexico

Exhibit B-4

“Related Refinery Owner” means:


with respect to:		Related Refinery Owner:
El Dorado Logistics or El Dorado Operating		Frontier El Dorado

Cheyenne Logistics		Frontier Cheyenne

HEP Tulsa		Holly Tulsa

HEP Woods Cross		Holly Woods Cross

HEP Pipeline (Artesia) or HEP Pipeline (Lovington)		Navajo

“Relevant Asset Owner” means:


with respect to:		Relevant Asset Owner:
Frontier El Dorado		El Dorado Logistics or El Dorado Operating, as applicable

Frontier Cheyenne		Cheyenne Logistics

Holly Tulsa		HEP Tulsa

Holly Woods Cross		HEP Woods Cross

Navajo		HEP Pipeline (Artesia) or HEP Pipeline (Lovington) (as applicable)

“Relevant Assets” shall have the meaning set forth in the Master Lease and Access Agreement.

“Service Assets” means the systems and facilities located at the Refinery Complex that are used in or necessary for the provision of the Service Items by the Related Refinery Owner to the Relevant Asset Owner pursuant to this Agreement. The Service Assets shall include any Connection Facilities.

“Service Items” means the certain services, utilities, materials and facilities, as more fully described on Exhibit A, to be provided by the Related Refinery Owner to the Relevant Asset Owner that are necessary to operate and maintain the Relevant Assets as currently operated and maintained.

“Standard Operating Practice” means such practices, methods, acts, techniques, and standards as are in accordance with the normal and customary practices in the industry and applicable Laws, and consistent with the historical operation of the Refinery Complex by the Related Refinery Owner.

“Third Party” means any Person other than a Party to this Agreement or their respective Affiliates.

“Throughput Agreement” means the relevant throughput agreement or tolling agreement, as applicable, entered into between the Related Refinery Owner and the Relevant Asset Owner.

Exhibit B-5

Exhibit C

Amended and Restated Master Site Services Agreement

Interpretation

As used in this Lease, unless a clear contrary intention appears

(k) any reference to the singular includes the plural and vice versa, any reference to natural persons includes legal persons and vice versa, and any reference to a gender includes the other gender;

(l) the words “hereof”, “herein”, and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(m) any reference to Articles, Sections and Exhibits are, unless otherwise stated, references to Articles, Sections and Exhibits of or to this Agreement. The headings in this Agreement have been inserted for convenience only and shall not be taken into account in its interpretation;

(n) reference to any agreement (including this Agreement), document or instrument means such agreement, document, or instrument as amended, modified or supplemented and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of this Agreement;

(o) the Exhibits hereto form an integral part of this Agreement and are equally binding therewith. Any reference to “this Agreement” shall include such Exhibits;

(p) references to a Person shall include any permitted assignee or successor to such Party in accordance with this Agreement and reference to a Person in a particular capacity excludes such Person in any other capacity;

(q) if any period is referred to in this Agreement by way of reference to a number of days, the days shall be calculated exclusively of the first and inclusively of the last day unless the last day falls on a day that is not a Business Day in which case the last day shall be the next succeeding Business Day;

(r) the use of “or” is not intended to be exclusive unless explicitly indicated otherwise;

(s) references to “$” or to “dollars” shall mean the lawful currency of the United States of America; and

The words “includes,” “including,” or any derivation thereof shall mean “including without limitation” or “including, but not limited to.”

Exhibit C-1

Exhibit D

Amended and Restated Master Site Services Agreement

Service Items

The following Service Items are provided by the Related Refinery Owner to the Relevant Asset Owner at the Refinery Complex.

Service Item

Refinery Complex

El Dorado

Cheyenne

Tulsa

Woods Cross

Artesia

Lovington

Wastewater Processing

Fire Protection

Security

Utilities

Air Permit

Solid / Hazardous Waste Processing

Spill Prevention Control and Countermeasures (SPCC) Plan

IT Infrastructure

Office Space

Parking

Maintenance, Warehouse Storage and Shop

Contract Maintenance Labor

Laydown Area

LDAR Monitoring and Reporting

Laboratory Services

Telephones

Medical Management

General Administrative Services

Exhibit D - 1

Description of Service Items

•

Wastewater Processing – Provided that the relevant local, state or federal agency or other political subdivision (the “Relevant Agency”) does not object, all waste water treatment for co-located owners on contiguous property will be supplied from the Related Refinery Owner to the Relevant Asset Owner from existing Refinery Complex sources. This treatment pertains to wastewaters generated by on-site, co-located operations during the normal course of operations. The Related Refinery Owner and the Relevant Asset Owner acknowledge that the Relevant Agency(ies) may impose pre-treatment standards on any wastewaters the Relevant Asset Owner releases to the Related Refinery Owner for processing.

•

Fire Protection – The Related Refinery Owner will provide response support in the event of an emergency. At the El Dorado, Cheyenne and Tulsa Refinery Complexes, the Related Refinery Owner will maintain the existing tank farm fire water system and any necessary improvements will be made by the Related Refinery Owner. Existing firefighting wheeled units and hand units, including necessary water, will be provided by the Related Refinery Owner.

•

Security – All security patrols, monitoring and surveillance will be provided to the Relevant Asset Owner by the Related Refinery Owner.

•

Utilities – Unless otherwise agreed to in a Throughput Agreement, all gas, water, steam, instrument air, cooling water and electricity will be furnished by the Related Refinery Owner for operation of all the Relevant Assets within the Refinery Complex.

•

Air Permit – Unless agreed to otherwise, the Related Refinery Owner will retain the Relevant Assets on all applicable air permits and will handle all agency reporting requirements. The Relevant Asset Owner will supply field data to the Related Refinery Owner necessary for the Related Refinery Owner to fulfill its reporting requirements.

•

Solid / Hazardous Waste Processing – Under the provisions of the Resource Conservation and Recovery Act (RCRA), the Related Refinery Owner and the Relevant Asset Owner will be co-generators of any solid / hazardous wastes that may be generated by the Relevant Asset Owner at the contiguous facility. Any such wastes shipped under a hazardous waste manifest will show the Related Refinery Owner as the generator. For purposes concerning the co-generation of wastes, the Related Refinery Owner is designated as the primary party for the performance of generator responsibilities. For the avoidance of doubt, Relevant Asset Owner will be responsible for, and will pay the cost for disposal of, any waste generated by the normal maintenance and operation of Relevant Asset Owner’s assets (e.g., spent catalysts and absorbents, tank roofs, etc.).

•

Spill Prevention Control and Countermeasures (SPCC) Plan – The Related Refinery Owner will maintain a facility-wide SPCC plan clearly identifying those assets owned by both parties and their resultant responsibilities. The Relevant Asset Owner will maintain any spill/response plans it is required to maintain and will coordinate with the Related Refinery Owner where there is any SPCC plan overlap.

•

IT Infrastructure – The Relevant Asset Owner will be entitled to access and use of all necessary IT infrastructures for the operation of the Relevant Assets. The Related Refinery Owner will maintain all IT infrastructures.

•

Office Space – The Related Refinery Owner will furnish necessary office space for the employees of the Relevant Asset Owner.

Exhibit D - 2

•

Parking – The Related Refinery Owner will provide parking necessary for the Relevant Asset Owner’s (a) employees’ personal vehicles, (b) company-owned vehicles, and (c) auxiliary maintenance equipment.

•

Maintenance, Warehouse Storage and Shop – The Related Refinery Owner will provide all warehouse storage necessary to store maintenance and spare part inventories for the Relevant Asset Owner’s exclusive use.

•

Contract Maintenance Labor – The Related Refinery Owner will provide maintenance labor to the Relevant Asset Owner on an as-needed basis. The Related Refinery Owner will charge the Relevant Asset Owner a pass through rate for the maintenance services.

•

Laydown Area – The Related Refinery Owner will provide the Relevant Asset Owner an outdoor laydown area for maintenance and project activities. The area will be separate from the Refinery Complex’s laydown area. The Relevant Asset Owner will ensure no hazardous materials or waste products are stored in the laydown area.

•

LDAR Monitoring and Reporting – The Related Refinery Owner will provide to the Relevant Asset Owner services necessary to perform leak monitoring on all Relevant Assets within the Refinery Complex as required by any applicable consent decree and any amendments thereto. The Related Refinery Owner’s and the Relevant Asset Owner’s employees will be included in the refinery LDAR training program. The Related Refinery Owner will provide data to the Relevant Asset Owner on all LDAR surveillance activities.

•

Laboratory Services – The Related Refinery Owner will provide all laboratory services necessary for quality control, blending and regulatory activities. The services will include analysis of samples from blend stocks, intermediates, finished products and crude oils. Other laboratory services may be conducted if agreed to between the Related Refinery Owner and the Relevant Asset Owner.

•

Telephones – The Related Refinery Owner will provide all local and long distance telephone (land line only) service.

•

Medical Management – The Related Refinery Owner will provide annual regulatory physicals, occupational injury treatment, case management and regulatory drug and alcohol testing for the employees of the Relevant Asset Owner upon the terms agreed to by the parties from time to time.

•

General Administrative Services – Routine accounting functions and other general administrative services will be provided by the Related Refinery Owner.

Exhibit D - 3

Exhibit E

Amended and Restated Master Site Services Agreement

Payment for Service Items

Each Relevant Asset Owner will pay the Related Refinery Owner the following for the Service Items:


	Annual Service Fee¹
El Dorado Operating to Frontier El Dorado	$	464,060.00
El Dorado Logistics to Frontier El Dorado	$	389,951.52
Cheyenne Logistics to Frontier Cheyenne	$	259,967.76
HEP Tulsa to Holly Tulsa	$	401,650.08
HEP Woods Cross to Holly Woods Cross	$	3,944.81
HEP Pipeline to Navajo (Artesia)	$	3,944.81
HEP Pipeline to Navajo (Lovington)	$	3,944.81

¹	Effective as of January 1, 2015, except for the payment from El Dorado Operating to Frontier El Dorado, which is effective as of November 1, 2015.

Exhibit E-1

EXHIBIT E

LLC INTEREST PURCHASE AGREEMENT

Form of Amended and Restated Services and Secondment Agreement

Exhibit E-2

EXHIBIT F

LLC INTEREST PURCHASE AGREEMENT

Form of Amended and Restated Master Lease and Access Agreement

EXHIBIT G

LLC INTEREST PURCHASE AGREEMENT

Forms of Master Tolling Agreements

EXHIBIT H

LLC INTEREST PURCHASE AGREEMENT

Amended and Restated Omnibus Agreement

SCHEDULE 1.1(a)

LLC INTEREST PURCHASE AGREEMENT

HGU 3 Assets

“HGU 3” is a hydrogen generation unit within Seller’s El Dorado Refinery. The unit has nameplate capacity to produce 17mm standard cubic feet of hydrogen per day, using a feedstock primarily composed of natural gas (methane).

SCHEDULE 1.1(b)

LLC INTEREST PURCHASE AGREEMENT

NFU 2 Assets

“NFU 2” is a naphtha fractionation tower within Seller’s El Dorado Refinery. The unit has a nameplate capacity of 48,000 barrels per day of naphtha feedstock input and produces assorted intermediate and final petroleum products.

SCHEDULE 4.3(a)

LLC INTEREST PURCHASE AGREEMENT

Jurisdictions

Kansas

SCHEDULE 4.4(a)

LLC INTEREST PURCHASE AGREEMENT

Required Consents - Seller

Contractor Service Order (No. FEDRL-MW-3239) dated as of October 15, 2013 between Seller and Lauren Engineers & Constructors, Inc. (“Lauren”), issued pursuant to that certain Master Engineering Procurement and Construction Agreement dated as of September 30, 2013 between Seller and Lauren, as amended by that certain First Amendment to Master Engineering, Procurement and Construction Agreement dated as of November 19, 2013

2.	Kellogg Brown & Root LLC (“KBR”) Proposal for Supply of KBR Distill-Max DWC Internals for El Dorado Crude Stabilizer & Naphtha Fractionation Unit dated October 30, 2013

3.	Engineering Agreement (KBR Distill-Max Dividing Wall Column for El Dorado Crude Stabilizer & Naphtha Fractionation Project) dated February 13, 2013 between KBR and Seller

4.	License Agreement (KBR Distill-Max Dividing Wall Column for El Dorado Crude Stabilizer & Naphtha Fractionation Project) dated February 13, 2013 between KBR and Seller

Contractor Service Order (No. FEDRL-MW-3235) dated as of November 7, 2013 between Seller and each of Technip Stone & Webster Process Technology, Inc. (“Technip”) and PCE Constructors, Inc. (“PCE”, together with Technip, the “Contractors”), issued pursuant to that certain Master Engineering Procurement and Construction Agreement dated as of September 20, 2013 between Seller’s affiliate Frontier Refining LLC and Contractors

6.	Purchase Agreement dated as of February 24, 2014 between Seller and UOP LLC

SCHEDULE 4.4(b)

LLC INTEREST PURCHASE AGREEMENT

Required Consents - Company

None.

SCHEDULE 4.7

LLC INTEREST PURCHASE AGREEMENT

Company Indebtedness and Liabilities

None.

SCHEDULE 4.13

LLC INTEREST PURCHASE AGREEMENT

Permitted Exceptions

Buyer will not hold necessary environmental Permits, though the Buyer (or its Affiliates) will be entitled or allowed to own and operate the Assets pursuant to environmental Permits held in the name of a Seller or an Affiliate of Seller.

SCHEDULE 4.14

LLC INTEREST PURCHASE AGREEMENT

Banking Accounts

None.

SCHEDULE 4.15

LLC INTEREST PURCHASE AGREEMENT

Material Contracts

See items 1-6 listed on Schedule 4.4(a).

SCHEDULE 4.16

LLC INTEREST PURCHASE AGREEMENT

Seller Security Instruments

None.

SCHEDULE 5.3

LLC INTEREST PURCHASE AGREEMENT

Required Consents – Buyer

None.

SCHEDULE 6.3

LLC INTEREST PURCHASE AGREEMENT

Required Consents - HFC

None.

Exhibit 10.2

Execution Version

MASTER TOLLING AGREEMENT

(Refinery Assets)

Effective as of November 1, 2015

TABLE OF CONTENTS


ARTICLE 1 DEFINITIONS AND INTERPRETATIONS		1

1.1	DEFINITIONS	1

1.2	INTERPRETATION	1

ARTICLE 2 AGREEMENT TO PURCHASE SERVICES		1

2.1	MINIMUM THROUGHPUT COMMITMENT	1

2.2	MEASUREMENT AND OWNERSHIP OF DELIVERED VOLUMES	3

2.3	OBLIGATIONS OF HEP OPERATING	3

2.4	NOTIFICATION OF UTILIZATION	3

2.5	SCHEDULING AND ACCEPTING MOVEMENT	3

2.6	TAXES	3

2.7	TIMING OF PAYMENTS	3

2.8	INCREASES IN TOLLING FEES	4

2.9	NO GUARANTEED MINIMUM	4

ARTICLE 3 FORCE MAJEURE		4

ARTICLE 4 EFFECTIVENESS AND APPLICABLE TERM		4

ARTICLE 5 NOTICES		5

ARTICLE 6 DEFICIENCY PAYMENTS		5

6.1	DEFICIENCY NOTICE; DEFICIENCY PAYMENTS	5

6.2	DISPUTED DEFICIENCY NOTICES	5

6.3	PAYMENT OF AMOUNTS NO LONGER DISPUTED	5

6.4	CONTRACT QUARTERS INDEPENDENT	5

ARTICLE 7 RIGHT OF FIRST REFUSAL		6

ARTICLE 8 INDEMNITY; LIMITATION OF DAMAGES		6

8.1	INDEMNITY; LIMITATION OF LIABILITY	6

8.2	SURVIVAL	6


ARTICLE 9 MISCELLANEOUS		6

9.1	AMENDMENTS AND WAIVERS	6

9.2	SUCCESSORS AND ASSIGNS	6

9.3	SEVERABILITY	7

9.4	CHOICE OF LAW	7

9.5	RIGHTS OF LIMITED PARTNERS	7

9.6	FURTHER ASSURANCES	7

9.7	HEADINGS	7

ARTICLE 10 GUARANTEE BY HOLLYFRONTIER		8

10.1	PAYMENT GUARANTY	8

10.2	GUARANTY ABSOLUTE	8

10.3	WAIVER	8

10.4	SUBROGATION WAIVER	9

10.5	REINSTATEMENT	9

10.6	CONTINUING GUARANTY	9

10.7	NO DUTY TO PURSUE OTHERS	9

ARTICLE 11 GUARANTEE BY THE PARTNERSHIP		9

11.1	PAYMENT AND PERFORMANCE GUARANTY	9

11.2	GUARANTY ABSOLUTE	9

11.3	WAIVER	10

11.4	SUBROGATION WAIVER	10

11.5	REINSTATEMENT	10

11.6	CONTINUING GUARANTY	11

11.7	NO DUTY TO PURSUE OTHERS	11


EXHIBITS

Exhibit A	–	Parties
Exhibit B	–	Drop Down Transactions
Exhibit C	–	Applicable Assets; Minimum Throughput Commitment; Tolling Fees and Adjustments; Applicable Term
Exhibit D	–	Definitions
Exhibit E	-	Interpretations
Exhibit F	-	Measurement of Delivered Volumes
Exhibit G	-	Increase in Tolling Fees as a Result of Changes in Applicable Law

iii

MASTER TOLLING AGREEMENT

This Master Tolling Agreement (this “Agreement”) is dated as of November 2, 2015, to be effective as of the Effective Time (as defined below) by and between the Persons set forth on Exhibit A (each hereinafter sometimes referred to as a “Party” and sometimes collectively referred to as the “Parties”).

RECITALS:

A. Pursuant to certain transactions identified on Exhibit B (the “Drop-Down Transactions”) HEP Operating acquired from each Applicable Refinery Owner the assets identified on Exhibit C (the “Applicable Assets”) which are located at each Refinery Complex.

B. In connection with each transaction between HEP Operating and the Applicable Refinery Owner, HEP Operating leased from the Applicable Refinery Owner land at the Applicable Refinery Owner’s Refinery Complex on which all or a part of the Applicable Assets are located.

C. The Parties desire to enter into a master agreement pursuant to which HEP Operating will provide certain services to the Applicable Refinery Owner with respect to the Applicable Assets from and after the Effective Time.

NOW, THEREFORE, in consideration of the covenants and obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATIONS

1.1 Definitions. Capitalized terms used throughout this Agreement and not otherwise defined herein shall have the meanings set forth on Exhibit D.

1.2 Interpretation. Matters relating to the interpretation of this Agreement are set forth on Exhibit E.

ARTICLE 2

AGREEMENT TO PURCHASE SERVICES

2.1 Intent. The Parties intend to be strictly bound by the terms set forth in this Agreement, which sets forth the Tolling Fees to be paid by the Applicable Refinery Owner to HEP Operating for providing certain processing services to the Applicable Refinery Owner.

2.2 Minimum Throughput Commitment. During the Applicable Term and subject to the terms and conditions of this Agreement, each Applicable Refinery Owner agrees as follows:

(a) Throughput Commitment. Subject to Article 2, the Applicable Refinery Owner commits to deliver to HEP Operating at the location of each Applicable Asset the Minimum Throughput Commitment of Feedstock for each Contract Quarter, and pay the Tolling Fees in exchange for HEP Operating providing the services necessary to process the Feedstock into the Product.

(b) Tolling Fees. The Applicable Refinery Owner shall pay the Tolling Fees for all quantities of Feedstock processed through the Applicable Asset in each Contract Quarter during the Applicable Term.

(c) Adjustment of Tolling Fees. The Tolling Fees shall be adjusted in the manner set forth on Exhibit C. To evidence the Parties’ agreement to each adjusted Tolling Fee, the Parties shall execute an amended, modified, revised or updated Exhibit C and attach it to this Agreement. Such amended, modified, revised or updated Exhibit C shall be sequentially numbered (e.g. Exhibit C-1, Exhibit C-2, etc.), dated and appended as an additional exhibit to this Agreement and shall replace the prior version of Exhibit C in its entirety, after its date of effectiveness.

(d) Reduction for Non-Force Majeure Events.

(1) If, as a result of HEP Operating’s operational difficulties or inability to provide sufficient capacity for the Minimum Throughput Commitment, HEP Operating fails to process and deliver to the Applicable Refinery Owner at least 95% of the volumes of Products expected to be derived from the volume of Feedstock processed with such Applicable Asset for a particular Contract Quarter based on the applicable Conversion Ratio, then the Tolling Fee applicable to that Contract Quarter will be reduced by a percentage equal to (A) 100% minus (B) the percentage represented by the ratio of (i) the volume of Products actually produced for the Contract Quarter to (ii) the volume of Products that would be produced from the volume of Feedstock delivered for the Contract Quarter based on the Conversion Ratio plus (C) 5%. If, as a result of a reduction to the Tolling Fee for a Contract Quarter under this Section 2.2(d)(1) the Applicable Refinery Owner shall have overpaid its Tolling Fees for the Contract Quarter, the Applicable Refinery Owner shall receive a credit against its Tolling Fees due for the following Contract Quarter in the amount of such overpayment.

(2) If the Aggregate Capacity of any Applicable Asset for any Contract Quarter is less than the Minimum Throughput Commitment for such Applicable Asset for such Contract Quarter, including any time period during which HEP Operating is performing a turnaround on the Applicable Asset, then the Minimum Throughput Commitment for such Applicable Asset for such Contract Quarter will be reduced by a percentage equal to (A) 100% minus (B) the percentage represented by the ratio of (i) the Aggregate Capacity for such Applicable Asset for such Contract Quarter to (ii) the Minimum Throughput Commitment for such Applicable Asset for such the Contract Quarter.

This Section 2.2(d) shall not apply in the event HEP Operating gives a Force Majeure Notice in accordance with the terms of Article IX of the Omnibus Agreement, in which case the Minimum Throughput Commitment shall be suspended to the extent contemplated in Article IX of the Omnibus Agreement and Article 3 of this Agreement.

(e) Pro-Rationing for Partial Periods. Notwithstanding the other provisions of this Section 2.1, in the event that the Effective Time is any date other than the first day of a Contract Quarter, then the Minimum Throughput Commitment for the initial partial Contract Quarter shall be prorated based upon the number of actual days between the date on which the Effective Time occurs and the end of such partial Contract Quarter. Similarly, notwithstanding the other provisions of this Section 2.1, if the end of the Applicable Term is on a day other than the last day of a Contract Quarter, then the Minimum Throughput Commitment shall be prorated based upon the number of actual days between the beginning of such partial Contract Quarter and the last day of the Applicable Term.

2.3 Measurement and Ownership of Delivered Volumes. Matters with respect to the measurement of delivered volumes of Feedstock and Product are set forth on Exhibit F. Applicable Refinery Owner shall at all times retain title to the Feedstock and the Products.

2.4 Obligations of HEP Operating. During the Applicable Term and subject to the terms and conditions of this Agreement, HEP Operating agrees to:

(a) own or lease, operate and maintain (directly or through a Subsidiary) the Applicable Assets and all related assets necessary to process the applicable Feedstock and produce and deliver the applicable Products to the Applicable Refinery Owner at the throughput levels required by this Agreement;

(b) provide the services required under this Agreement and perform all operations relating to the Applicable Assets; and

(c) maintain adequate property and liability insurance covering the Applicable Assets and any related assets owned by HEP Operating or its Affiliates and necessary for the operation of the Applicable Assets.

Notwithstanding the first sentence of this Section 2.4, subject to right of first refusal under Article V the Omnibus Agreement, HEP Operating or its Affiliate is free to sell any of its assets, including any Applicable Assets, and the Applicable Refinery Owner is free to merge with another entity and to sell all of its assets or equity to another entity at any time.

2.5 Notification of Utilization of Services. During the Applicable Term, the Applicable Refinery Owner will provide to HEP Operating written notification of the Applicable Refinery Owner’s reasonable good faith estimate of its anticipated future volumes of Feedstock to be delivered and the Applicable Refinery Owners’ requirements for Products as soon as reasonably practicable.

2.6 Scheduling and Accepting Movement. HEP Operating will use its reasonable commercial efforts to process, and schedule movement and accept movements of, Feedstocks in a manner that is consistent with the historical dealings between the Parties and their Affiliates, as such dealings may change from time to time.

2.7 Taxes. The Applicable Refinery Owner will pay all taxes, import duties, license fees and other charges by any Governmental Authority levied on or with respect to the Feedstocks processed and Products delivered to the Applicable Refinery Owner by HEP Operating. HEP Operating will pay all property and ad valorem taxes levied on, or with respect to, the Applicable Assets. Should either Party be required to pay or collect any taxes, duties, charges and or assessments pursuant to any Applicable Law or authority now in effect or hereafter to become effective which are payable by the any other Party pursuant to this Section 2.6, the Party subject to such tax shall promptly reimburse the Party collecting or paying the tax on its behalf for the amount of such tax.

2.8 Timing of Payments. The Applicable Refinery Owner will make payments to HEP Operating by electronic payment with immediately available funds on a monthly basis during the Applicable Term with respect to services rendered or reimbursable costs or expenses incurred by HEP Operating under this Agreement in the prior month. Payments not received by HEP Operating on or prior to the tenth day following the invoice date will accrue interest at the Prime Rate from the applicable payment due date until the date payment is made.

2.9 Increases in Tolling Fees. If new Applicable Laws are enacted that require HEP Operating to make capital expenditures with respect to the Applicable Assets, HEP Operating may amend the Tolling Fees in the manner set forth in Exhibit G in order to recover HEP Operating’s cost of complying with such new Applicable Laws (as determined by HEP Operating in good faith and assuming that such capital expenditures are financed at a reasonable rate and amortized on a mortgage style basis over a period equal to the then remaining Initial Term (or if such capital expenditures are incurred during any Expansion Term, the then remaining Expansion Term)). The Applicable Refinery Owner and HEP Operating shall use their reasonable commercial efforts to comply with such new Applicable Laws, and shall negotiate in good faith to mitigate the impact of such new Applicable Laws and to determine the amount of the new Tolling Fee rates. If the Applicable Refinery Owner and HEP Operating are unable to agree on the amount of the new Tolling Fee rates that HEP Operating will charge, such Tolling Fee rates will be resolved in the manner provided for in Article VIII of the Omnibus Agreement. Any other applicable exhibit to this Agreement will be updated, amended or revised, as applicable, in accordance with this Agreement to reflect any changes in Tolling Fee rates established in accordance with this Section 2.9.

2.10 No Guaranteed Minimum. Notwithstanding anything to the contrary set forth in this Agreement, there is no requirement that the Applicable Refinery Owner actually deliver any minimum quantity of Feedstock to the Applicable Assets, it being understood that the Applicable Refinery Owner’s obligation for failing to deliver sufficient quantities of Feedstock to satisfy the Minimum Throughput Commitment for any Contract Quarter is to make Deficiency Payments as provided in Article 6.

ARTICLE 3

FORCE MAJEURE

The rights and obligations of the Parties upon the occurrence of an event of Force Majeure will be determined in the manner set forth in Article IX of the Omnibus Agreement; provided that (a) any suspension of the obligations of the Parties under this Agreement as a result of an event of Force Majeure shall extend the Applicable Term (to the extent so affected) for a period equivalent to the duration of the inability set forth in the Force Majeure Notice, (b) the Applicable Refinery Owner will be required to pay any amounts accrued and due under this Agreement at the time of the Force Majeure event, and (c) if a Force Majeure event prevents either Party from performing substantially all of their respective obligations under this Agreement relating to a group of Applicable Assets for a period of more than twelve (12) consecutive months, this Agreement may be terminated as to such Applicable Assets (but not as to unaffected Applicable Assets) by either Party providing written notice thereof to the other Party.

ARTICLE 4

EFFECTIVENESS AND APPLICABLE TERM

This Agreement shall be effective as to each group of Applicable Assets as of the Effective Time and, unless terminated earlier in accordance with its terms, shall terminate with respect to each group of Applicable Assets upon the expiration of the initial term set forth on Exhibit C (the “Initial Term”); provided that, at the end of the Initial Term for each group of Applicable Assets, the Applicable Refinery Owner shall have the option to extend the Applicable Term for such group of Applicable Assets for an extension term beyond the Initial Term if, and to the extent, provided in Exhibit C (an “Extension Term”). In the event an Extension Term is available for a group of Applicable Assets, the Applicable Refinery Owner shall give HEP Operating written notice of its exercise of its option to extend the Applicable Term with respect to such group of Applicable Assets at least 12 months prior to the end of the Initial Term for such group of Applicable Assets.

ARTICLE 5

NOTICES

Any notice or other communication given under this Agreement shall be in writing and shall be provided in the manner set forth in Article X of the Omnibus Agreement.

ARTICLE 6

DEFICIENCY PAYMENTS

6.1 Deficiency Notice; Deficiency Payments. As soon as practicable following the end of each Contract Quarter, HEP Operating shall deliver to the Applicable Refinery Owner a written notice (the “Deficiency Notice”) detailing any failure of the Applicable Refinery Owner to meet the Minimum Throughput Commitment for such Contract Quarter. The Deficiency Notice shall specify in reasonable detail the excess of (i) the dollar amount of the Tolling Fee that HEP Operating would have been paid by the Applicable Refinery Owner if the Applicable Refinery Owner had complied with its Minimum Throughput Commitment obligations for such Contract Quarter pursuant to this Agreement over (ii) the dollar amount of the Tolling Fee payable based on the Feedstock actually processed during such Contract Quarter (the “Deficiency Payment”). The Applicable Refinery Owner shall pay the Deficiency Payment to HEP Operating upon the later of: (A) ten (10) days after the Applicable Refinery Owner’s receipt of the Deficiency Notice and (B) thirty (30) days following the end of the related Contract Quarter, unless such day is not a Business Day, in which case the due date for payment shall be the next Business Day.

6.2 Disputed Deficiency Notices. If the Applicable Refinery Owner disagrees with all or any portion of the Deficiency Notice, then, prior to the due date of the Deficiency Payment, the Applicable Refinery Owner shall (i) send HEP Operating a written notice with an explanation of the basis for the dispute (a “Dispute Notice”) and (ii) pay HEP Operating the portion of the Deficiency Payment not disputed in such Dispute Notice. Thereafter, a senior officer of HollyFrontier (on behalf of the Applicable Refinery Owner) and a senior officer of the Partnership (on behalf of HEP Operating) shall meet in person or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any matters set forth in such Dispute Notice. During the 30-day period following the Applicable Refinery Owner’s timely delivery of such Dispute Notice, the Applicable Refinery Owner shall have reasonable access to the working papers of HEP Operating relating to the Deficiency Notice. If the matters set forth in such Dispute Notice are not resolved within thirty (30) days following the Applicable Refinery Owner’s timely delivery of such Dispute Notice, the Applicable Refinery Owner and HEP Operating shall, within forty-five (45) days following the Applicable Refinery Owner’s timely delivery of such Dispute Notice, submit any and all matters which remain in dispute to dispute resolution in accordance with the Omnibus Agreement.

6.3 Payment of Amounts No Longer Disputed. If it is finally determined pursuant to this Article 6 that the Applicable Refinery Owner is required to pay any or all of the disputed portion of the Deficiency Payment, the Applicable Refinery Owner shall pay such amount to HEP Operating, together with interest thereon at the Prime Rate, in immediately available funds within ten (10) days of such final determination.

6.4 Contract Quarters Independent. The fact that the Applicable Refinery Owner has exceeded or fallen short of the Minimum Throughput Commitment with respect to any Contract Quarter

shall not be considered in determining whether the Applicable Refinery Owner meets, exceeds or falls short of the Minimum Throughput Commitment with respect to any other Contract Quarter, and the amount of any such excess or shortfall shall not be counted towards or against the Minimum Throughput Commitment with respect to any other Contract Quarter.

ARTICLE 7

RIGHT OF FIRST REFUSAL

The Parties acknowledge the right of first refusal of HollyFrontier with respect to the Applicable Assets as provided in the Omnibus Agreement.

ARTICLE 8

INDEMNITY; LIMITATION OF DAMAGES

8.1 Indemnity; Limitation of Liability. The Parties acknowledge and agree that the provisions relating to indemnity and limitation of liability set forth in Article III of the Omnibus Agreement shall apply to this Agreement. Notwithstanding anything in this Agreement or the Omnibus Agreement to the contrary, and solely for the purpose of determining which of the Applicable Refinery Owner or HEP Operating shall be liable in a particular circumstance, neither the Applicable Refinery Owner nor HEP Operating shall be liable to the other Party for any loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred (collectively, “Damages”) by such Party except to the extent that the Applicable Refinery Owner or HEP Operating causes such Damages or owns or operates the assets or other property in question responsible for causing such Damages.

8.2 Survival. The provisions of this Article 8 shall survive the termination of this Agreement.

ARTICLE 9

MISCELLANEOUS

9.1 Amendments and Waivers. No amendment or modification of this Agreement shall be valid unless it is in writing and signed by the Parties. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the Party against whom the waiver is sought to be enforced. Any of the exhibits to this Agreement may be amended, modified, revised or updated by the Parties if each of the Parties executes an amended, modified, revised or updated exhibit, and attaches it to this Agreement. Such amended, modified, revised or updated exhibits shall be sequentially numbered (e.g. Exhibit A-1, Exhibit A-2, etc.), dated and appended as an additional exhibit to this Agreement and shall replace the prior exhibit, in its entirety, after its date of effectiveness, except as specified therein. No failure or delay in exercising any right hereunder, and no course of conduct, shall operate as a waiver of any provision of this Agreement. No single or partial exercise of a right hereunder shall preclude further or complete exercise of that right or any other right hereunder.

Applicable Refinery Owner’s consent (but subject to the provision of written notice to the Applicable Refinery Owner), (ii) an Applicable Refinery Owner may make such an assignment (including a pro rata partial assignment) to an Affiliate of such Applicable Refinery Owner without HEP Operating’s consent (but subject to the provision of written notice to HEP Operating), (iii) an Applicable Refinery Owner may make a collateral assignment of its rights and obligations hereunder and/or grant a security interest in its rights and obligations hereunder, and HEP Operating shall execute an acknowledgement of such collateral assignment in such form as may from time-to-time be reasonably requested, and (iv) HEP Operating may make a collateral assignment of its rights hereunder and/or grant a security interest in its rights and obligations hereunder to a bona fide third party lender or debt holder, or trustee or representative for any of them, without an Applicable Refinery Owner’s consent, if such third party lender, debt holder or trustee shall have executed and delivered to such Applicable Refinery Owner a non-disturbance agreement in such form as is reasonably satisfactory to such Applicable Refinery Owner and such third party lender, debt holder or trustee, and such Applicable Refinery Owner executes an acknowledgement of such collateral assignment in such form as may from time to time be reasonably requested. Any attempt to make an assignment otherwise than as permitted by the foregoing shall be null and void. The Parties agree to require their respective successors, if any, to expressly assume, in a form of agreement reasonably acceptable to the other Parties, their obligations under this Agreement.

9.3 Severability. If any provision of this Agreement shall be held invalid or unenforceable by a court or regulatory body of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

9.4 Choice of Law. This Agreement shall be subject to and governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state.

9.5 Rights of Limited Partners. The provisions of this Agreement are enforceable solely by the Parties, and no limited partner of the Partnership shall have the right, separate and apart from the Partnership, to enforce any provision of this Agreement or to compel any Party to comply with the terms of this Agreement.

9.6 Further Assurances. In connection with this Agreement and all transactions contemplated by this Agreement, each signatory Party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

9.7 Headings. Headings of the Sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. All references in this Agreement to Sections are to Sections of this Agreement unless otherwise stated.

ARTICLE 10

GUARANTEE BY HOLLYFRONTIER

10.1 Payment Guaranty. HollyFrontier unconditionally, absolutely, continually and irrevocably guarantees, as principal and not as surety, to HEP Operating the punctual and complete payment in full when due of all amounts due from each Applicable Refinery Owner under this Agreement (collectively, the “Applicable Refinery Owner Payment Obligations”). HollyFrontier agrees that HEP Operating shall be entitled to enforce directly against HollyFrontier any of the Applicable Refinery Owner Payment Obligations.

10.2 Guaranty Absolute. HollyFrontier hereby guarantees that the Applicable Refinery Owner Payment Obligations will be paid strictly in accordance with the terms of the Agreement. The obligations of HollyFrontier under this Agreement constitute a present and continuing guaranty of payment, and not of collection or collectability. The liability of HollyFrontier under this Agreement shall be absolute, unconditional, present, continuing and irrevocable irrespective of:

(a) any assignment or other transfer of this Agreement or any of the rights thereunder of HEP Operating;

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

(d) any bankruptcy, insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation or other like proceeding relating to the Applicable Refinery Owner or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding;

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

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

The obligations of HollyFrontier 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 Applicable Refinery Owner Payment Obligations or otherwise.

10.3 Waiver. HollyFrontier hereby waives promptness, diligence, all setoffs, presentments, protests and notice of acceptance and any other notice relating to any of the Applicable Refinery Owner Payment Obligations and any requirement for HEP Operating 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 the Applicable Refinery Owner, any other entity or any collateral.

10.4 Subrogation Waiver. HollyFrontier agrees that for so long as there is a current or ongoing default or breach of this Agreement by the Applicable Refinery Owner, HollyFrontier shall not have any rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification or other rights of payment or recovery from the Applicable Refinery Owner for any payments made by HollyFrontier under this Article 10, and HollyFrontier 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 the Applicable Refinery Owner during any period of default or breach of this Agreement by the Applicable Refinery Owner until such time as there is no current or ongoing default or breach of this Agreement by the Applicable Refinery Owner.

10.5 Reinstatement. The obligations of HollyFrontier under this Article 10 shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the Applicable Refinery Owner Payment Obligations is rescinded or must otherwise be returned to the Applicable Refinery Owner or any other entity, upon the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation or reorganization of the Applicable Refinery Owner or such other entity, or for any other reason, all as though such payment had not been made.

10.6 Continuing Guaranty. This Article 10 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 Applicable Refinery Owner Payment Obligations, (ii) be binding upon HollyFrontier, its successors and assigns and (iii) inure to the benefit of and be enforceable by HEP Operating and its respective successors, transferees and assigns.

10.7 No Duty to Pursue Others. It shall not be necessary for HEP Operating (and HollyFrontier hereby waives any rights which HollyFrontier may have to require HEP Operating), in order to enforce such payment by HollyFrontier, first to (i) institute suit or exhaust its remedies against the Applicable Refinery Owner or others liable on the Applicable Refinery Owner Payment Obligations or any other Person, (ii) enforce HEP Operating’s rights against any other guarantors of the Applicable Refinery Owner Payment Obligations, (iii) join the Applicable Refinery Owner or any others liable on the Applicable Refinery Owner Payment Obligations in any action seeking to enforce this Article 10, (iv) exhaust any remedies available to HEP Operating against any security which shall ever have been given to secure the Applicable Refinery Owner Payment Obligations, or (v) resort to any other means of obtaining payment of the Applicable Refinery Owner Payment Obligations.

ARTICLE 11

GUARANTEE BY THE PARTNERSHIP

11.1 Payment and Performance Guaranty. The Partnership unconditionally, absolutely, continually and irrevocably guarantees, as principal and not as surety, to the Applicable Refinery Owner the punctual and complete payment in full when due of all amounts due from HEP Operating under this Agreement (collectively, the “HEP Operating Payment Obligations”) and the punctual and complete performance of all other obligations of HEP Operating under this Agreement (collectively, the “HEP Operating Performance Obligations”, together with the HEP Operating Payment Obligations, the “HEP Operating Obligations”). The Partnership agrees that the Applicable Refinery Owner shall be entitled to enforce directly against the Partnership any of the HEP Operating Obligations.

present and continuing guaranty of payment and performance, and not of collection or collectability. The liability of the Partnership under this Agreement shall be absolute, unconditional, present, continuing and irrevocable irrespective of:

(a) any assignment or other transfer of this Agreement or any of the rights thereunder of the Applicable Refinery Owner;

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

(d) any bankruptcy, insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation or other like proceeding relating to HEP Operating or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding;

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

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

The obligations of the Partnership 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 HEP Operating Obligations or otherwise.

11.3 Waiver. The Partnership hereby waives promptness, diligence, all setoffs, presentments, protests and notice of acceptance and any other notice relating to any of the HEP Operating Payment Obligations and any requirement for the Applicable Refinery Owner 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 HEP Operating, any other entity or any collateral.

11.4 Subrogation Waiver. The Partnership agrees that for so long as there is a current or ongoing default or breach of this Agreement by HEP Operating, the Partnership shall not have any rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification or other rights of payment or recovery from HEP Operating for any payments made by the Partnership under this Article 11, and each of the Partnership 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 HEP Operating during any period of default or breach of this Agreement by HEP Operating until such time as there is no current or ongoing default or breach of this Agreement by HEP Operating.

entity, upon the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation or reorganization of HEP Operating or such other entity, or for any other reason, all as though such payment had not been made.

11.6 Continuing Guaranty. This Article 11 is a continuing guaranty and shall (i) remain in full force and effect until the first to occur of the indefeasible payment and/or performance in full of all of the HEP Operating Payment Obligations, (ii) be binding upon the Partnership and each of its respective successors and assigns and (iii) inure to the benefit of and be enforceable by the Applicable Refinery Owner and their respective successors, transferees and assigns.

11.7 No Duty to Pursue Others. It shall not be necessary for the Applicable Refinery Owner (and the Partnership hereby waives any rights which the Partnership may have to require the Applicable Refinery Owner), in order to enforce such payment by the Partnership, first to (i) institute suit or exhaust its remedies against HEP Operating or others liable on the HEP Operating Obligations or any other Person, (ii) enforce the Applicable Refinery Owner’s rights against any other guarantors of the HEP Operating Obligations, (iii) join HEP Operating or any others liable on the HEP Operating Obligations in any action seeking to enforce this Article 11, (iv) exhaust any remedies available to the Applicable Refinery Owner against any security which shall ever have been given to secure the HEP Operating Obligations, or (v) resort to any other means of obtaining payment of the HEP Operating Obligations.

[Remainder of page intentionally left blank. Signature pages follow.]

IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement as of the date first written above to be effective as of the Effective Time.


HEP OPERATING:

Holly Energy Partners-Operating, L.P.

By:		/s/ Richard L. Voliva III
		Richard L. Voliva III
		Vice President and Chief Financial Officer

APPLICABLE REFINERY OWNER:

Frontier El Dorado Refining LLC

By:		/s/ Douglas S. Aron
		Douglas S. Aron
		Executive Vice President and Chief Financial Officer

[Signature Page 1 of 2 to the Master Tolling Agreement]


ACKNOWLEDGED AND AGREED
FOR PURPOSES OF Article 10:

HOLLYFRONTIER CORPORATION

By:		/s/ Douglas S. Aron
		Douglas S. Aron
		Executive Vice President and Chief Financial Officer

ACKNOWLEDGED AND AGREED
FOR PURPOSES OF Article 11:

HOLLY ENERGY PARTNERS, L.P.

By:		HEP Logistics Holdings, L.P.,
		its General Partner

By:		Holly Logistic Services, L.L.C.,
		its General Partner

By:		/s/ Richard L. Voliva III
		Richard L. Voliva III
		Vice President and Chief Financial Officer

[Signature Page 2 of 2 to the Master Tolling Agreement]

Exhibit A

Master Tolling Agreement

Parties

Frontier El Dorado and HEP Operating, as to the El Dorado Assets

Exhibit A-1

Exhibit B

Master Tolling Agreement

Drop Down Transactions

1.	Sale of all the outstanding membership interests in El Dorado Operating LLC from Frontier El Dorado to HEP Operating, effective November 1, 2015. El Dorado Operating LLC owns a hydrogen generation unit at the Refinery Complex.

Exhibit B-1

Exhibit C

Master Tolling Agreement

Applicable Assets; Minimum Throughput Commitment; Tolling Fees and Adjustments; Applicable Term

Applicable
Assets

Type of
Applicable
Asset

Products

Minimum
Throughput
Commitment
(on a MSCFD
basis)

Tolling Fee

Tolling Fee
Adjustment

PPI Adjustment
Minimum/ Cap

Fee Adjustment
Commencement
Date

Assumed
OPEX

Purchase
Price

Accrued
Turnaround
Cost

Assumed
Fuel Gas
Cost

Initial Term
(all times are
Dallas, TX
time)

Extension

Term

(all times are

Dallas, TX

time)

El Dorado Assets

Hydrogen Generation Unit

Hydrogen¹

5,948 MSCFD

$4.07/
MSCF²

PPI/HFC Merit Comp Adjustment³

OPEX Adjustment⁴

CAPEX Adjustment⁵

Turnaround Surcharge⁶

Fuel Gas Surcharge⁷

Subject to 1% Minimum/ 3% Cap³

July 1, 2017

4.0M

⁴

37,159,081

2.3M

⁵

136,156

⁷

From 12:01 a.m. on November 1, 2015 (the “Effective Time”) to 12:00 midnight on October 31, 2030

The Applicable Refinery Owner shall have the option to extend the Applicable Term beyond the Initial Term for one additional five (5) year period beginning at 12:01 am on November 1, 2030 and ending at 12:00 midnight on October 31, 2035 on the same terms and conditions as in existence for the Initial Term.

1.	The “Feedstock” is fungible natural gas to be supplied via pipeline.

Exhibit C-1

2.	The Tolling Fee shall never be less than $4.07 per MSCF of Feedstock, subject to a one-time potential reduction in the Tolling Fee for the adjustment in paragraph 4 below.

The Tolling Fee, as previously adjusted on a cumulative basis, shall be adjusted on July 1 of each calendar year, commencing July 1, 2017, by an amount equal to a percentage calculated as follows: (A) 0.75 × the change in the PPI as described below, plus (B) 0.25 × the annual HollyFrontier Merit Compensation Adjustment (positive or negative) for such calendar year. The change in the PPI is the upper change in the annual change rounded to four decimal places of the Producers Price Index-Commodities-Finished Goods, (PPI), et al. (“PPI”), produced by the U.S. Department of Labor, Bureaus of Labor Statistics. The series ID is WPUSOP3000– located at http://www.bls.gov/data/. The change in PPI for each year shall be calculated as follows: annual PPI index (most current year) less annual PPI index (most current year minus 1) divided by annual PPI index (most current year minus 1); provided that the change in PPI in any year shall not be less than one percent (1%) or more than three percent (3%). For the avoidance of doubt, if the change in PPI in any year is less than one percent (1%) it will be rounded up to one percent (1%) and if the change in PPI in any year is greater than three percent (3%) it will be rounded down to three percent (3%). If either index is no longer published, the Parties shall negotiate in good faith to agree on a new index (as applicable) that gives comparable protection against inflation or deflation, and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the Tolling Fee. If the Parties are unable to agree on a new index, a new index will be determined in accordance with the dispute resolution provisions set forth in the Article VIII of Omnibus Agreement, and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the Tolling Fee. The annual HollyFrontier Merit Compensation Adjustment is the company-wide increase (or decrease) in salary for the year in which the adjustment occurs as determined by the HollyFrontier Board of Directors. Examples of the annual Tolling Fee adjustment under various scenarios are as follows:

(1) if the change in PPI is 0% and the HFC Merit Compensation Adjustment is 3.5%, the Tolling Fee adjustment would be (0.75 × 1%) + (0.25 × 3.5%) = 1.625%

(2) if the change in PPI is 2% and the HFC Merit Compensation Adjustment is 2%, the Tolling Fee adjustment would be (0.75 × 2%) + (0.25 × 2%) = 2%

(3) if the change in PPI is 5% and the HFC Merit Compensation Adjustment is 2%, the Tolling Fee adjustment would be (0.75 × 3%) + (0.25 × 2%) = 2.75%

(4) if the change in PPI is 0% and the HFC Merit Compensation Adjustment is -2%, the Tolling Fee adjustment would be (0.75 × 1%) + (0.25 × (-2%)) = 0.25%

At the end of the first four (4) Contract Quarters during the Applicable Term, HEP Operating shall calculate the aggregate operating expenses incurred in the operation of the Applicable Asset (but such calculation shall not include turnaround accruals, capitalized catalyst costs, and extraordinary and non-recurring items of expense that are not reasonably expected to recur in future periods during the Applicable Term) (“OPEX”). In the event that such aggregate OPEX exceed the Assumed OPEX set forth above, (A) the Applicable Refinery Owner shall, within ten (10) days of receiving an invoice from HEP Operating, reimburse HEP Operating for such OPEX incurred during such initial four (4) Contract Quarters in excess of the Assumed OPEX, and (B) from and after the first four (4) Contract Quarters during the Applicable Term, HEP Operating shall, increase the Tolling Fee for processing with the Applicable Asset by the amount necessary to recover such aggregate OPEX in excess of the Assumed OPEX for the remainder of the Applicable Term, and the Parties shall execute an amended, modified, revised or updated Exhibit C reflecting such aggregate OPEX as the new Assumed OPEX. In the event that such aggregate OPEX is less than the Assumed OPEX, HEP Operating shall decrease the Tolling Fee by the amount necessary to account for the difference between the Assumed OPEX and such actual OPEX for the remainder of the Applicable Term, and the Parties shall execute an amended, modified, revised or updated Exhibit C reflecting such aggregate OPEX as the new Assumed OPEX.

Exhibit C-2

At the end of the first four (4) Contract Quarters during the Applicable Term, HEP Operating shall determine its aggregate capital expenditures relating to the construction and start-up of the Applicable Asset (“CAPEX”). HEP Operating shall amend and increase the Tolling Fee for the remainder of the Initial Term by the following formula: (aggregate CAPEX/9) ÷ (5,948 x 365.25).

After the first turnaround on the Applicable Asset during the Applicable Term, HEP Operating will calculate its aggregate Turnaround Costs incurred in connection therewith. In the event such aggregate Turnaround Costs for the Applicable Asset exceeds the Accrued Turnaround Cost set forth above then (A) a turnaround surcharge (the “Turnaround Surcharge”) will be added to the Tolling Fee based on each MSCFD of Feedstock (using the Minimum Throughput Commitment) in order to allow HEP Operating to recover (i) such Turnaround Costs in excess of the Accrued Turnaround Cost plus (ii) a ten percent (10%) return on such excess (the aggregate amount specified in clauses (i) and (ii), the “Turnaround Payment”). Such Turnaround Surcharge shall be paid by the Applicable Refinery Owner to HEP Operating on each MSCFD of Feedstock processed through the Applicable Asset until the earlier to occur of (i) the expiration of the Applicable Term or (ii) the recovery by HEP Operating of the Turnaround Payment. In addition, the Tolling Fee will be adjusted by the amount necessary to recover the new estimated turnaround expense for the remainder of the Applicable Term (based on the Minimum Throughput Commitment).

If at the end of any calendar month during the Applicable Term the aggregate cost of gas incurred by HEP Operating in connection with the operation of the Applicable Assets exceeds $136,156 (the “Assumed Fuel Gas Cost”), the Applicable Refinery Owner shall promptly pay to HEP Operating an amount equal to the positive difference, if any, of (i) the aggregate cost of fuel gas incurred by HEP Operating in connection with the operation of the Applicable Assets during such calendar month less (ii) the Assumed Fuel Gas Cost.

Exhibit C-3

Exhibit D

Master Tolling Agreement

Definitions

“Accrued Turnaround Cost” has the meaning set forth in Exhibit C.

“Affiliate” means, with to respect to a specified Person, any other Person controlling, controlled by or under common control with that first Person. As used in this definition, the term “control” includes (i) with respect to any Person having voting securities or the equivalent and elected directors, managers or persons performing similar functions, the ownership of or power to vote, directly or indirectly, voting securities or the equivalent representing 50% or more of the power to vote in the election of directors, managers or Persons performing similar functions, (ii) ownership of 50% or more of the equity or equivalent interest in any person and (iii) the ability to direct the business and affairs of any Person by acting as a general partner, manager or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, the Applicable Refinery Owner, on the one hand, and HEP Operating, on the other hand, shall not be considered affiliates of each other.

“Aggregate Capacity” means, with respect to each Contract Quarter and each Applicable Asset, the product of (i) the volume of Feedstock (expressed in MSCFD) that HEP Operating was available to receive on average on a daily basis from the Applicable Refinery Owner at the location of such Applicable Asset for the Contract Quarter and (ii) the number of days in such Contract Quarter.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Applicable Asset” means each of the El Dorado Assets, individually; and “Applicable Assets” means all of the foregoing assets, collectively.

“Applicable Refinery Owner” means, with respect to the El Dorado Refinery, Frontier El Dorado.

“Applicable Refinery Owner Payment Obligations” has the meaning set forth in Section 10.1.

“Applicable Term” means the Initial Term, together with any Extension Term, if applicable.

“Assumed Fuel Gas Cost” has the meaning set forth in Exhibit C.

“Assumed OPEX” means the amount set forth in Exhibit C for the Applicable Assets.

Exhibit D-1

“Business Day” means any day other than Saturday, Sunday or other day upon which commercial banks in Dallas, Texas are authorized by law to close.

“CAPEX” has the meaning set forth in Exhibit C.

“Contract Quarter” means a three-month period that commences on January 1, April 1, July 1 or October 1 and ends on March 31, June 30, September 30, or December 31, respectively.

“Control” (including with correlative meaning, the term “controlled by”) means, as used with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Conversion Ratio” has the meaning set forth in Exhibit F.

“Damages” has the meaning set forth in Section 8.1.

“Deficiency Notice” has the meaning set forth in Section 6.1.

“Deficiency Payment” has the meaning set forth in Section 6.1.

“Dispute Notice” has the meaning set forth in Section 6.2.

“Effective Time” has the meaning set forth in Exhibit C.

“El Dorado Assets” means those assets identified as the “El Dorado Assets” in Exhibit C.

“Extension Term” has the meaning set forth in Section 4.

“Feedstock” has the meaning set forth in Exhibit C.

“Force Majeure” has the meaning set forth in the Omnibus Agreement.

“Force Majeure Notice” has the meaning set forth in the Omnibus Agreement.

“Frontier El Dorado” means Frontier El Dorado Refining LLC, a Delaware limited liability company.

“Fuel Gas Cost” has the meaning set forth in Exhibit C.

“HEP Operating” has the meaning set forth in the Preamble.

“HEP Operating Obligations” has the meaning set forth in Section 11.1.

“HEP Operating Payment Obligations” has the meaning set forth in Section 11.1.

Exhibit D-2

“HEP Operating Performance Obligations” has the meaning set forth in Section 11.1.

“HollyFrontier” means HollyFrontier Corporation, a Delaware corporation.

“Initial Term” has the meaning set forth in Section 4.

“Minimum Throughput Commitment” means, with respect to each Contract Quarter and each Applicable Asset, the product of (i) the quantity of Feedstock to be delivered by the Applicable Refinery Owner to HEP Operating at the location of the Applicable Asset on a daily basis, as set forth on Exhibit C and (ii) the number of days in such Contract Quarter, as such amount may be adjusted pursuant to the terms of this Agreement.

“MSCFD” means thousand standard cubic feet per day.

“Omnibus Agreement” means the Thirteenth Amended and Restated Omnibus Agreement, effective as of November 1, 2015.

“OPEX” has the meaning set forth in Exhibit C.

“Parties” has the meaning set forth in the Preamble.

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

“Party” has the meaning set forth in the Preamble.

“Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

“PPI” has the meaning set forth in Exhibit C.

“Prime Rate” means the lesser of (i) the prime rate per annum announced by Union Bank, N.A., or if Union Bank, N.A. no longer announces a prime rate for any reason, the prime rate per annum announced by the largest U.S. bank measured by deposits from time to time as its base rate on corporate loans, automatically fluctuating upward or downward with each announcement of such prime rate and (ii) the maximum lawful rate permitted by Applicable Law.

“Products” has the meaning set forth in Exhibit C.

“Purchase Price” means the amount set forth in Exhibit C for the Applicable Assets.

“Refinery Complex” means the refinery complex owned by Frontier El Dorado, commonly known as the El Dorado Refinery, and located in the City of El Dorado, Butler County, Kansas.

“Subsidiary” means with respect to any Person (the “Owner”), any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation’s or other Person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person (other than securities or other interest having such power only upon the happening of a contingency that has not occurred), are held by the Owner or one or more of its Subsidiaries.

Exhibit D-3

“Tolling Fee” has the meaning set forth in Exhibit C.

“Turnaround Costs” means costs and expenses, including catalysts, reasonably incurred by HEP Operating in the first turnaround of the Applicable Asset occurring during the Applicable Term.

“Turnaround Payment” has the meaning set forth in paragraph 6 of Exhibit C.

“Turnaround Surcharge” has the meaning set forth in paragraph 6 of Exhibit C.

Exhibit D-4

Exhibit E

Master Tolling Agreement

Interpretations

As used in this Agreement, unless a clear contrary intention appears:

(a) any reference to the singular includes the plural and vice versa, any reference to natural persons includes legal persons and vice versa, and any reference to a gender includes the other gender;

(e) the Exhibits hereto form an integral part of this Agreement and are equally binding therewith. Any reference to “this Agreement” shall include such Exhibits;

(h) the use of “or” is not intended to be exclusive unless explicitly indicated otherwise;

(i) references to “$” or to “dollars” shall mean the lawful currency of the United States of America; and

(j) the words “includes,” “including,” or any derivation thereof shall mean “including without limitation” or “including, but not limited to.”

Exhibit E-1

Exhibit F

Master Tolling Agreement

Measurement of Delivered Volumes

Applicable Asset

Type of Applicable Asset

Measurement of Volumes

El Dorado

Assets

Hydrogen Generation Unit

Delivery volumes of natural gas feedstock shall be determined by the MSCFD unit of measure with the metered data stored at PI Tag F146067.daca.pv.

Delivery volumes of hydrogen product shall be determined by the MSCFD unit of measure with the metered data stored at PI Tag F146101.daca.pv.¹

1.	The expected conversion ratio of natural gas to hydrogen (the “Conversion Ratio”) is 6,120 MSCFD of natural gas (with 36,000 lb/hr of steam) to 17,016 MSCFD of hydrogen, or 2.7803 per MSCFD of natural gas.

Examples of the reduction in Tolling Fees and the Minimum Throughput Commitment for non-Force Majeure Events that may occur under Section 2.1(d) (1) and (2) of the Agreement are as follows:

Section 2.1(d)(1) – The Minimum Throughput Commitment of 5,948 MSCFD of natural gas converts to 16,537.22 MSCFD of hydrogen based on a Conversion Ratio of 2.7803. If the hydrogen produced is 15,710.36 MSCFD (95%) or more, then there would be no adjustment to the Tolling Fee.

Example A: If the Minimum Throughput Commitment of Feedstock is delivered by the Applicable Refinery Owner to HEP Operating at the Applicable Asset for a particular Contract Quarter and the hydrogen produced by HEP Operating for such Contract Quarter is on average 14,883.50 MSCFD (90% of the Conversion Ratio for the Minimum Throughput Commitment), the Tolling Fee for such Contract Quarter would be reduced by 5% from $4.07 per MSCFD (100%) to $3.86 per MSCFD (95%).

Example B: If the Minimum Throughput Commitment of Feedstock is delivered by the Applicable Refinery Owner to HEP Operating at the Applicable Asset for a particular Contract Quarter and the hydrogen produced by HEP Operating for such Contract Quarter is on average 14,056.64 MSCFD (85% of the Conversion Ratio for the Minimum Throughput Commitment), the Tolling Fee for such Contract Quarter would be reduced by 10% from $4.07 per MSCFD (100%) to $3.66 per MSCFD (90%).

Section 2.1(d)(2) – If the Aggregate Capacity of any Applicable Asset for any Contract Quarter is less than the Minimum Throughput Commitment for such Applicable Asset for such Contract Quarter, then the Minimum Throughput Commitment for such Applicable Asset for such Contract Quarter will be reduced by a percentage equal to (A) 100% minus (B) the percentage represented by the ratio of (i) the Aggregate Capacity for such Applicable Asset for such Contract Quarter to (ii) the Minimum Throughput Commitment for such Applicable Asset for such Contract Quarter.

Exhibit F-1

Example A: If the Aggregate Capacity of any Applicable Asset for a Contract Quarter is on average 5,650.6 MSCFD, (95% of the Minimum Throughput Commitment for such Contract Quarter), then the Minimum Throughput Commitment for such Contract Quarter would be reduced to 5,650.6 MSCFD of natural gas (95% of the Minimum Throughput Commitment for such Contract Quarter).

Example B: If the Aggregate Capacity of any Applicable Asset for a Contract Quarter is on average 5,353.2 MSCFD (90% of the Minimum Throughput Commitment for such Contract Quarter), then the Minimum Throughput Commitment for such Contract Quarter would be reduced to 5,353.2 MSCFD of natural gas (90% of the Minimum Throughput Commitment for such Contract Quarter).

Exhibit F-2

Exhibit G

Master Tolling Agreement

Increase in Tolling Fees as a Result of Changes in Applicable Law

Applicable Assets

Types of Tolling Fees that may be increased (as applicable)

Threshold

El Dorado Assets

Hydrogen Plant Tolling Fee

No Tolling Fees may be amended until HEP Operating has made capital expenditures of $2,000,000 in the aggregate with respect to the El Dorado Assets in order to comply with new Applicable Laws.

Thereafter, HEP Operating may amend the applicable Tolling Fee to recover its full cost of complying with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $2,000,000.

Exhibit G-1

Exhibit 10.3

Execution Version

MASTER TOLLING AGREEMENT

(Operating Assets)

Effective as of November 1, 2015

TABLE OF CONTENTS


ARTICLE 1 DEFINITIONS AND INTERPRETATIONS		1

1.1	DEFINITIONS	1

1.2	INTERPRETATION	1

ARTICLE 2 AGREEMENT TO PURCHASE SERVICES		1

2.1	MINIMUM THROUGHPUT COMMITMENT	1

2.2	MEASUREMENT AND OWNERSHIP OF DELIVERED VOLUMES	3

2.3	OBLIGATIONS OF HEP OPERATING	3

2.4	NOTIFICATION OF UTILIZATION	3

2.5	SCHEDULING AND ACCEPTING MOVEMENT	3

2.6	TAXES	3

2.7	TIMING OF PAYMENTS	3

2.8	INCREASES IN TOLLING FEES	4

2.9	NO GUARANTEED MINIMUM	4

ARTICLE 3 FORCE MAJEURE		4

ARTICLE 4 EFFECTIVENESS AND APPLICABLE TERM		4

ARTICLE 5 NOTICES		5

ARTICLE 6 DEFICIENCY PAYMENTS		5

6.1	DEFICIENCY NOTICE; DEFICIENCY PAYMENTS	5

6.2	DISPUTED DEFICIENCY NOTICES	5

6.3	PAYMENT OF AMOUNTS NO LONGER DISPUTED	5

6.4	CONTRACT QUARTERS INDEPENDENT	6

ARTICLE 7 RIGHT OF FIRST REFUSAL		6

ARTICLE 8 INDEMNITY; LIMITATION OF DAMAGES		6

8.1	INDEMNITY; LIMITATION OF LIABILITY	6

8.2	SURVIVAL	6


ARTICLE 9 MISCELLANEOUS		6

9.1	AMENDMENTS AND WAIVERS	6

9.2	SUCCESSORS AND ASSIGNS	7

9.3	SEVERABILITY	7

9.4	CHOICE OF LAW	7

9.5	RIGHTS OF LIMITED PARTNERS	7

9.6	FURTHER ASSURANCES	7

9.7	HEADINGS	7

ARTICLE 10 GUARANTEE BY HOLLYFRONTIER		8

10.1	PAYMENT GUARANTY	8

10.2	GUARANTY ABSOLUTE	8

10.3	WAIVER	8

10.4	SUBROGATION WAIVER	9

10.5	REINSTATEMENT	9

10.6	CONTINUING GUARANTY	9

10.7	NO DUTY TO PURSUE OTHERS	9

ARTICLE 11 GUARANTEE BY THE PARTNERSHIP		9

11.1	PAYMENT AND PERFORMANCE GUARANTY	9

11.2	GUARANTY ABSOLUTE	10

11.3	WAIVER	10

11.4	SUBROGATION WAIVER	10

11.5	REINSTATEMENT	11

11.6	CONTINUING GUARANTY	11

11.7	NO DUTY TO PURSUE OTHERS	11


EXHIBITS

Exhibit A	–	Parties
Exhibit B	–	Drop Down Transactions
Exhibit C	–	Applicable Assets; Minimum Throughput Commitment; Tolling Fees and Adjustments; Applicable Term
Exhibit D	–	Definitions
Exhibit E	-	Interpretations
Exhibit F	-	Measurement of Delivered Volumes
Exhibit G	-	Increase in Tolling Fees as a Result of Changes in Applicable Law

iii

MASTER TOLLING AGREEMENT

(Operating Assets)

RECITALS:

ARTICLE 1

DEFINITIONS AND INTERPRETATIONS

1.1 Definitions. Capitalized terms used throughout this Agreement and not otherwise defined herein shall have the meanings set forth on Exhibit D.

1.2 Interpretation. Matters relating to the interpretation of this Agreement are set forth on Exhibit E.

ARTICLE 2

AGREEMENT TO PURCHASE SERVICES

2.2 Minimum Throughput Commitment. During the Applicable Term and subject to the terms and conditions of this Agreement, each Applicable Refinery Owner agrees as follows:

(b) Tolling Fees. The Applicable Refinery Owner shall pay the Tolling Fees for all quantities of Feedstock processed through the Applicable Asset in each Contract Quarter during the Applicable Term.

(d) Reduction for Non-Force Majeure Events.

2.3 Measurement and Ownership of Delivered Volumes. Matters with respect to the measurement of delivered volumes of Feedstock and Products are set forth on Exhibit F. Applicable Refinery Owner shall at all times retain title to the Feedstock and the Products.

2.4 Obligations of HEP Operating. During the Applicable Term and subject to the terms and conditions of this Agreement, HEP Operating agrees to:

(b) provide the services required under this Agreement and perform all operations relating to the Applicable Assets; and

ARTICLE 3

FORCE MAJEURE

ARTICLE 4

EFFECTIVENESS AND APPLICABLE TERM

In the event an Extension Term is available for a group of Applicable Assets, the Applicable Refinery Owner shall give HEP Operating written notice of its exercise of its option to extend the Applicable Term with respect to such group of Applicable Assets at least 12 months prior to the end of the Initial Term for such group of Applicable Assets.

ARTICLE 5

NOTICES

Any notice or other communication given under this Agreement shall be in writing and shall be provided in the manner set forth in Article X of the Omnibus Agreement.

ARTICLE 6

DEFICIENCY PAYMENTS

6.4 Contract Quarters Independent. The fact that the Applicable Refinery Owner has exceeded or fallen short of the Minimum Throughput Commitment with respect to any Contract Quarter shall not be considered in determining whether the Applicable Refinery Owner meets, exceeds or falls short of the Minimum Throughput Commitment with respect to any other Contract Quarter, and the amount of any such excess or shortfall shall not be counted towards or against the Minimum Throughput Commitment with respect to any other Contract Quarter.

ARTICLE 7

RIGHT OF FIRST REFUSAL

The Parties acknowledge the right of first refusal of HollyFrontier with respect to the Applicable Assets as provided in the Omnibus Agreement.

ARTICLE 8

INDEMNITY; LIMITATION OF DAMAGES

8.2 Survival. The provisions of this Article 8 shall survive the termination of this Agreement.

ARTICLE 9

MISCELLANEOUS

9.2 Successors and Assigns. This Agreement shall inure to the benefit of, and shall be binding upon, the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights or obligations hereunder shall be assigned without the prior written consent of the Applicable Refinery Owner (in the case of any assignment by HEP Operating) or HEP Operating (in the case of any assignment by an Applicable Refinery Owner), in each case, such consent is not to be unreasonably withheld or delayed; provided, however, that (i) HEP Operating may make such an assignment (including a partial pro rata assignment) to an Affiliate of HEP Operating without the Applicable Refinery Owner’s consent (but subject to the provision of written notice to the Applicable Refinery Owner), (ii) an Applicable Refinery Owner may make such an assignment (including a pro rata partial assignment) to an Affiliate of such Applicable Refinery Owner without HEP Operating’s consent (but subject to the provision of written notice to HEP Operating), (iii) an Applicable Refinery Owner may make a collateral assignment of its rights and obligations hereunder and/or grant a security interest in its rights and obligations hereunder, and HEP Operating shall execute an acknowledgement of such collateral assignment in such form as may from time-to-time be reasonably requested, and (iv) HEP Operating may make a collateral assignment of its rights hereunder and/or grant a security interest in its rights and obligations hereunder to a bona fide third party lender or debt holder, or trustee or representative for any of them, without an Applicable Refinery Owner’s consent, if such third party lender, debt holder or trustee shall have executed and delivered to such Applicable Refinery Owner a non-disturbance agreement in such form as is reasonably satisfactory to such Applicable Refinery Owner and such third party lender, debt holder or trustee, and such Applicable Refinery Owner executes an acknowledgement of such collateral assignment in such form as may from time to time be reasonably requested. Any attempt to make an assignment otherwise than as permitted by the foregoing shall be null and void. The Parties agree to require their respective successors, if any, to expressly assume, in a form of agreement reasonably acceptable to the other Parties, their obligations under this Agreement.

ARTICLE 10

GUARANTEE BY HOLLYFRONTIER

(a) any assignment or other transfer of this Agreement or any of the rights thereunder of HEP Operating;

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

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

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

ARTICLE 11

GUARANTEE BY THE PARTNERSHIP

11.2 Guaranty Absolute. The Partnership hereby guarantees that the HEP Operating Payment Obligations will be paid, and the HEP Performance Obligations will be performed, strictly in accordance with the terms of this Agreement. The obligations of the Partnership under this Agreement constitute a present and continuing guaranty of payment and performance, and not of collection or collectability. The liability of the Partnership under this Agreement shall be absolute, unconditional, present, continuing and irrevocable irrespective of:

(a) any assignment or other transfer of this Agreement or any of the rights thereunder of the Applicable Refinery Owner;

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

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

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

11.5 Reinstatement. The obligations of the Partnership under this Article 11 shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the HEP Operating Payment Obligations is rescinded or must otherwise be returned to HEP Operating or any other entity, upon the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation or reorganization of HEP Operating or such other entity, or for any other reason, all as though such payment had not been made.

[Remainder of page intentionally left blank. Signature pages follow.]

IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement as of the date first written above to be effective as of the Effective Time.


HEP OPERATING:

Holly Energy Partners-Operating, L.P.

By:		/s/ Richard L. Voliva III
		Richard L. Voliva III
		Vice President and Chief Financial Officer

APPLICABLE REFINERY OWNER:

Frontier El Dorado Refining LLC

By:		/s/ Douglas S. Aron
		Douglas S. Aron
		Executive Vice President and Chief Financial Officer

[Signature Page 1 of 2 to the Master Tolling Agreement]


ACKNOWLEDGED AND AGREED
FOR PURPOSES OF Article 10:

HOLLYFRONTIER CORPORATION

By:		/s/ Douglas S. Aron
		Douglas S. Aron
		Executive Vice President and Chief Financial Officer

ACKNOWLEDGED AND AGREED
FOR PURPOSES OF Article 11:

HOLLY ENERGY PARTNERS, L.P.

By:		HEP Logistics Holdings, L.P.,
		its General Partner

By:		Holly Logistic Services, L.L.C.,
		its General Partner

By:		/s/ Richard L. Voliva III
		Richard L. Voliva III
		Vice President and Chief Financial Officer

[Signature Page 2 of 2 to the Master Tolling Agreement]

Exhibit A

Master Tolling Agreement

Parties

Frontier El Dorado and HEP Operating, as to the El Dorado Assets

Exhibit A-1

Exhibit B

Master Tolling Agreement

Drop Down Transactions

1.	Sale of all the outstanding membership interests in El Dorado Operating LLC from Frontier El Dorado to HEP Operating, effective November 1, 2015. El Dorado Operating LLC owns a naphtha fractionation column at the Refinery Complex.

Exhibit B-1

Exhibit C

Master Tolling Agreement

Applicable Assets; Minimum Throughput Commitment; Tolling Fees and Adjustments; Applicable Term

Applicable
Assets

Type of
Applicable
Asset

Products

Minimum
Throughput
Commitment
(on a BPD
basis)

Tolling
Fee

Tolling Fee
Adjustment

PPI
Adjustment
Minimum/
Cap

Fee Adjustment
Commencement
Date

Assumed
OPEX

Purchase Price

Accrued
Turnaround
Cost

Assumed
Fuel Gas
Cost

Initial Term
(all times are
Dallas, TX
time)

Extension
Term (all
times are
Dallas, TX
time)

El Dorado Assets

Naphtha Fractionation Column

Isopentane¹

ISOM Feed

Int. Naphtha

Reformer Feed

48,750
BPD

$.36/BBL²

PPI/HFC Merit Comp Adjustment³

OPEX Adjustment⁴

CAPEX Adjustment⁵

Turnaround Surcharge⁶

Fuel Gas Surcharge⁷

Subject to 1% Minimum/ 3% Cap³

July 1, 2017

3.3M

⁴

25,851,371

1.6M

⁵

73,610

⁷

12:01 a.m. on November 1, 2015 (the “Effective Time”) to 12:00 midnight on October 31, 2030

1.	The “Feedstock” is light naphtha and heavy naphtha.

2.	The Tolling Fee shall never be less than $.36 per BBL of Feedstock, subject to a one-time potential reduction in the Tolling Fee for the adjustment in paragraph 4 below.

Exhibit C-1

(1) if the change in PPI is 0% and the HFC Merit Compensation Adjustment is 3.5%, the Tolling Fee adjustment would be (0.75 × 1%) + (0.25 × 3.5%) = 1.625%

(2) if the change in PPI is 2% and the HFC Merit Compensation Adjustment is 2%, the Tolling Fee adjustment would be (0.75 × 2%) + (0.25 × 2%) = 2%

(3) if the change in PPI is 5% and the HFC Merit Compensation Adjustment is 2%, the Tolling Fee adjustment would be (0.75 × 3%) + (0.25 × 2%) = 2.75%

(4) if the change in PPI is 0% and the HFC Merit Compensation Adjustment is -2%, the Tolling Fee adjustment would be (0.75 × 1%) + (0.25 × (-2%)) = 0.25%

At the end of the first four (4) Contract Quarters during the Applicable Term, HEP Operating shall calculate the aggregate operating expenses incurred in the operation of the Applicable Asset (but such calculation shall not include turnaround accruals, capitalized catalyst costs, and extraordinary and non-recurring items of expense that are not reasonably expected to recur in future periods during the Applicable Term) (“OPEX”). In the event that such aggregate OPEX exceed the Assumed OPEX set forth above, (A) the Applicable Refinery Owner shall, within ten (10) days of receiving an invoice from HEP Operating, reimburse HEP Operating for such OPEX incurred during such initial four (4) Contract Quarters in excess of the Assumed OPEX, and (B) from and after the first four (4) Contract Quarters during the Applicable Term, HEP Operating shall increase the Tolling Fee for processing with the Applicable Asset by the amount necessary to recover such aggregate OPEX in excess of the Assumed OPEX for the remainder of the Applicable Term, and the Parties shall execute an amended, modified, revised or updated Exhibit C reflecting such aggregate OPEX as the new Assumed OPEX. In the event that such aggregate OPEX is less than the Assumed OPEX, HEP Operating shall decrease the Tolling Fee by the amount necessary to account for the difference between the Assumed OPEX and such actual OPEX for the remainder of the Applicable Term, and the Parties shall execute an amended, modified, revised or updated Exhibit C reflecting such aggregate OPEX as the new Assumed OPEX.

Exhibit C-2

After the first turnaround on the Applicable Asset during the Applicable Term, HEP Operating will calculate its aggregate Turnaround Costs incurred in connection therewith. In the event such aggregate Turnaround Costs for the Applicable Asset exceeds the Accrued Turnaround Cost set forth above then (A) a turnaround surcharge (the “Turnaround Surcharge”) will be added to the Tolling Fee based on each BBL of Feedstock (using the Minimum Throughput Commitment) in order to allow HEP Operating to recover (i) such Turnaround Costs in excess of the Accrued Turnaround Cost plus (ii) a ten percent (10%) return on such excess (the aggregate amount specified in clauses (i) and (ii), the “Turnaround Payment”). Such Turnaround Surcharge shall be paid by the Applicable Refinery Owner to HEP Operating on each BBL of Feedstock processed through the Applicable Asset until the earlier to occur of (i) the expiration of the Applicable Term or (ii) the recovery by HEP Operating of the Turnaround Payment. In addition, the Tolling Fee will be adjusted by the amount necessary to recover the new estimated turnaround expense for the remainder of the Applicable Term (based on the Minimum Throughput Commitment).

If at the end of any calendar month during the Applicable Term the aggregate cost of gas incurred by HEP Operating in connection with the operation of the Applicable Assets exceeds $73,610 (the “Assumed Fuel Gas Cost”), the Applicable Refinery Owner shall promptly pay to HEP Operating an amount equal to the positive difference, if any, of (i) the aggregate cost of fuel gas incurred by HEP Operating in connection with the operation of the Applicable Assets during such calendar month less (ii) the Assumed Fuel Gas Cost.

Exhibit C-3

Exhibit D

Master Tolling Agreement

Definitions

“Accrued Turnaround Cost” has the meaning set forth in Exhibit C.

“Aggregate Capacity” means, with respect to each Contract Quarter and each Applicable Asset, the product of (i) the volume of Feedstock (expressed in BPD) that HEP Operating was available to receive on average on a daily basis from the Applicable Refinery Owner at the location of such Applicable Asset for the Contract Quarter and (ii) the number of days in such Contract Quarter.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Applicable Asset” means each of the El Dorado Assets, individually; and “Applicable Assets” means all of the foregoing assets, collectively.

“Applicable Refinery Owner” means, with respect to the El Dorado Refinery, Frontier El Dorado.

“Applicable Refinery Owner Payment Obligations” has the meaning set forth in Section 10.1.

“Applicable Term” means the Initial Term, together with any Extension Term, if applicable.

“Assumed Fuel Gas Cost” has the meaning set forth in Exhibit C.

“Assumed OPEX” means the amount set forth in Exhibit C for the Applicable Assets.

Exhibit D-1

“BBL” means barrel.

“BPD” means barrels per day.

“Business Day” means any day other than Saturday, Sunday or other day upon which commercial banks in Dallas, Texas are authorized by law to close.

“CAPEX” has the meaning set forth in Exhibit C.

“Contract Quarter” means a three-month period that commences on January 1, April 1, July 1 or October 1 and ends on March 31, June 30, September 30, or December 31, respectively.

“Conversion Ratio” has the meaning set forth in Exhibit F.

“Damages” has the meaning set forth in Section 8.1.

“Deficiency Notice” has the meaning set forth in Section 6.1.

“Deficiency Payment” has the meaning set forth in Section 6.1.

“Dispute Notice” has the meaning set forth in Section 6.2.

“Effective Time” has the meaning set forth in Exhibit C.

“El Dorado Assets” means those assets identified as the “El Dorado Assets” in Exhibit C.

“Extension Term” has the meaning set forth in Section 4.

“Feedstock” has the meaning set forth in Exhibit C.

“Force Majeure” has the meaning set forth in the Omnibus Agreement.

“Force Majeure Notice” has the meaning set forth in the Omnibus Agreement.

“Frontier El Dorado” means Frontier El Dorado Refining LLC, a Delaware limited liability company.

“Fuel Gas Cost” has the meaning set forth in Exhibit C.

“HEP Operating” has the meaning set forth in the Preamble.

Exhibit D-2

“HEP Operating Obligations” has the meaning set forth in Section 11.1.

“HEP Operating Payment Obligations” has the meaning set forth in Section 11.1.

“HEP Operating Performance Obligations” has the meaning set forth in Section 11.1.

“HollyFrontier” means HollyFrontier Corporation, a Delaware corporation.

“Initial Term” has the meaning set forth in Section 4.

“NFC Products” has the meaning set forth in Exhibit F.

“Omnibus Agreement” means the Thirteenth Amended and Restated Omnibus Agreement, effective as of November 1, 2015.

“OPEX” has the meaning set forth in Exhibit C.

“Parties” has the meaning set forth in the Preamble.

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

“Party” has the meaning set forth in the Preamble.

“PPI” has the meaning set forth in Exhibit C.

“Products” has the meaning set forth in Exhibit C.

“Purchase Price” means the amount set forth in Exhibit C for the Applicable Assets.

“Refinery Complex” means the refinery complex owned by Frontier El Dorado, commonly known as the El Dorado Refinery, and located in the City of El Dorado, Butler County, Kansas.

Exhibit D-3

“Tolling Fee” has the meaning set forth in Exhibit C.

“Turnaround Costs” means costs and expenses, including catalysts, reasonably incurred by HEP Operating in the first turnaround of the Applicable Asset occurring during the Applicable Term.

“Turnaround Payment” has the meaning set forth in paragraph 6 of Exhibit C.

“Turnaround Surcharge” has the meaning set forth in paragraph 6 of Exhibit C.

Exhibit D-4

Exhibit E

Master Tolling Agreement

Interpretations

As used in this Agreement, unless a clear contrary intention appears:

(a) any reference to the singular includes the plural and vice versa, any reference to natural persons includes legal persons and vice versa, and any reference to a gender includes the other gender;

(e) the Exhibits hereto form an integral part of this Agreement and are equally binding therewith. Any reference to “this Agreement” shall include such Exhibits;

(h) the use of “or” is not intended to be exclusive unless explicitly indicated otherwise;

(i) references to “$” or to “dollars” shall mean the lawful currency of the United States of America; and

(j) the words “includes,” “including,” or any derivation thereof shall mean “including without limitation” or “including, but not limited to.”

Exhibit E-1

Exhibit F

Master Tolling Agreement

Measurement of Delivered Volumes

Applicable Asset

Type of Applicable Asset

Measurement of Volumes

El Dorado

Assets

Naphtha Fractionation Column

Delivery volumes of light naphtha and heavy naphtha feedstock shall be determined by the BBL unit of measure with the metered data stored at PI Tag FI14381.daca.pv for light naphtha and FI14382.daca.pv for heavy naphtha.

Delivery volumes of isopentane, ISOM feed, intermediate naphtha and reformer feed shall be determined by the BBL unit of measure with the metered data stored at tags FC14578.pida.pv, FC14592.pida.pv, FC14612.pida.pv and reformer feed at tag FY14467.daca.pv.¹

1.	The expected conversion ratio of light naphtha and heavy naphtha to isopentane, ISOM feed, intermediate naphtha and reformer feed is 1 BBL to 1 BBL.

Examples of the reduction in Tolling Fees and the Minimum Throughput Commitment for non-Force Majeure Events that may occur under Section 2.1(d)(1) and (2) of the Agreement are as follows:

Section 2.1(d)(1) – The Minimum Throughput Commitment of 48,750 BPD of light naphtha and heavy naphtha converts to 48,750 BPD of isopentane, ISOM feed, intermediate naphtha and reformer feed (the “NFC Products”) based on a Conversion Ratio of 1 to 1. If the NFC Products produced are 46,312.5 BPD (95%) or more, then there would be no adjustment to the Tolling Fee.

Example A: If the Minimum Throughput Commitment of Feedstock is delivered by the Applicable Refinery Owner to HEP Operating at the Applicable Asset for a particular Contract Quarter and the NFC Products produced by HEP Operating for such Contract Quarter is on average 43,875 BPD (90% of the Conversion Ratio for the Minimum Through Commitment), the Tolling Fee for such Contract Quarter would be reduced by 5% from $.36 per BBL (100%) to $.342 per BBL (95%).

Example B: If the Minimum Throughput Commitment of Feedstock is delivered by the Applicable Refinery Owner to HEP Operating at the Applicable Asset for a particular Contract Quarter and the NFC Products produced by HEP Operating for such Contract Quarter is on average 41,437.5 BPD (85% of the Conversion Ratio for the Minimum Throughput Commitment), the Tolling Fee for such Contract Quarter would be reduced by 10% from $.36 BBL (100%) to $.324 per BBL (90%).

Exhibit F-1

Example A: If the Aggregate Capacity of any Applicable Asset for a Contract Quarter is on average 46,312.5 BPD (95% of the Minimum Throughput Commitment for such Contract Quarter), then the Minimum Throughput Commitment for such Contract Quarter would be reduced to 46,312.5 BPD of light naphtha and heavy naphtha (95% of the Minimum Throughput Commitment for such Contract Quarter).

Example B: If the Aggregate Capacity of any Applicable Asset for a Contract Quarter is on average 43,875 BPD (90% of the Minimum Throughput Commitment for such Contract Quarter), then the Minimum Throughput Commitment for such Contract Quarter would be reduced to 43,875 BPD of light naphtha and heavy naphtha (90% of the Minimum Throughput Commitment for such Contract Quarter).

Exhibit F-2

Exhibit G

Master Tolling Agreement

Increase in Tolling Fees as a Result of Changes in Applicable Law

Applicable Assets

Types of Tolling Fees that may be increased (as applicable)

Threshold

El Dorado Assets

Naphtha Fractionation Column Tolling Fee

No Tolling Fees may be amended until HEP Operating has made capital expenditures of $2,000,000 in the aggregate with respect to the El Dorado Assets in order to comply with new Applicable Laws.

Exhibit G-1

Exhibit 10.4

Execution Version

THIRTEENTH AMENDED AND RESTATED OMNIBUS AGREEMENT

among

HOLLYFRONTIER CORPORATION,

HOLLY ENERGY PARTNERS, L.P.

and

CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES

TABLE OF CONTENTS


		Page
ARTICLE I DEFINITIONS AND INTERPRETATIONS			2

1.1	DEFINITIONS		2
1.2	INTERPRETATION		2

ARTICLE II BUSINESS OPPORTUNITIES			2

2.1	RESTRICTED BUSINESSES		2
2.2	PERMITTED EXCEPTIONS		3
2.3	RIGHT OF OFFER		3
2.4	PROCEDURE FOR OFFERING ACQUIRED OR CONSTRUCTED ASSETS TO HEP		4
2.5	SCOPE OF PROHIBITION		5
2.6	ENFORCEMENT		5
2.7	LIMITATION ON ACQUISITIONS OF PERMITTED ASSETS BY HEP GROUP MEMBERS		6
2.8	TERMINATION OF ARTICLE II		6

ARTICLE III INDEMNIFICATION			6

3.1	CONDITIONS OF INDEMNIFICATION BY THE HFC ENTITIES		6
3.2	INDEMNIFICATION BY THE HFC ENTITIES		6
3.3	CONDITIONS OF INDEMNIFICATION BY HEP ENTITIES		8
3.4	INDEMNIFICATION BY HEP ENTITIES		8
3.5	MUTUAL GENERAL INDEMNITY		9
3.6	EXCLUSIONS FROM INDEMNITY FOR POST-CLOSING DATE CLAIMS		9
3.7	INDEMNIFICATION PROCEDURES		9
3.8	LIMITATION ON INDEMNIFICATION OBLIGATIONS		11
3.9	WAIVER OF SUBROGATION		11

ARTICLE IV GENERAL AND ADMINISTRATIVE EXPENSES			12

4.1	GENERAL		12

ARTICLE V RIGHT OF FIRST REFUSAL			13

5.1	HFC RIGHT OF FIRST REFUSAL: PROHIBITION ON FURTHER TRANSFER OF TRANSFERRED ASSETS		13
5.2	PROCEDURES		13

ARTICLE VI HFC PURCHASE OPTION			16

6.1	OPTION TO PURCHASE TULSA TRANSFERRED ASSETS		16

ARTICLE VII API INSPECTIONS			16

7.1	API INSPECTIONS		16

ARTICLE VIII DISPUTE RESOLUTION			17

8.1	DISPUTE RESOLUTION		17
8.2	ARBITRATION		17
8.3	CONFLICT		18

ARTICLE IX FORCE MAJEURE			18

9.1	FORCE MAJEURE		18

ARTICLE X MISCELLANEOUS			19

10.1	CHOICE OF LAW		19
10.2	NOTICES		19
10.3	ENTIRE AGREEMENT		20


10.4	AMENDMENT OR MODIFICATION	20
10.5	ASSIGNMENT	20
10.6	COUNTERPARTS	20
10.7	SEVERABILITY	20
10.8	FURTHER ASSURANCES	20
10.9	RIGHTS OF LIMITED PARTNERS	20
10.10	HEADINGS	21
10.11	LIMITATION OF DAMAGES	21
10.12	NATURE OF THE RELATIONSHIP	21


EXHIBITS

Exhibit A - Omnibus Agreement Amendments
Exhibit B - Definitions
Exhibit C - Interpretation
Exhibit D - Asset Identification Summary
Exhibit E - Administrative Fee

THIRTEENTH AMENDED AND RESTATED

OMNIBUS AGREEMENT

THIS THIRTEENTH AMENDED AND RESTATED OMNIBUS AGREEMENT (this “Agreement”) is being entered into on November 2, 2015 and effective as of November 1, 2015 (the “Effective Date”), by and among the following entities (all Delaware limited liability companies unless otherwise noted):

HollyFrontier Corporation, a Delaware corporation (“HFC”), and its Affiliates listed below (singularly, “HFC Entity”; and with HFC collectively, the “HFC Entities”):

Frontier El Dorado Refining LLC (“Frontier El Dorado”)

Frontier Refining LLC (“Frontier Cheyenne”)

Holly Refining & Marketing – Tulsa LLC (“Holly Tulsa”)

Holly Refining & Marketing Company – Woods Cross LLC (“Holly Woods Cross”)

Navajo Pipeline Co., L.P., a Delaware limited partnership (“Navajo Pipeline”)

Navajo Refining Company, L.L.C. (“Navajo”)

AND

Holly Energy Partners, L.P., a Delaware limited partnership (“HEP”), and its Affiliates listed below (singularly, “HEP Entity”; and with HEP collectively, the “HEP Entities”):

Cheyenne Logistics LLC (“Cheyenne Logistics”)

El Dorado Logistics LLC (“El Dorado Logistics”)

El Dorado Operating LLC (“El Dorado Operating”)

HEP El Dorado LLC (“HEP El Dorado”)

HEP Logistics GP, L.L.C. (the “OLP GP”)

HEP Logistics Holdings, L.P., a Delaware limited partnership (the “General Partner”)

HEP Mountain Home, L.L.C.

HEP Navajo Southern, L.P., a Delaware limited partnership

HEP Pipeline Assets, Limited Partnership, a Delaware limited partnership

HEP Pipeline GP, L.L.C.

HEP Pipeline, L.L.C. (“HEP Pipeline”)

HEP Refining Assets, L.P., a Delaware limited partnership

HEP Refining GP, L.L.C.

HEP Refining, L.L.C. (“HEP Refining”)

HEP Tulsa LLC (“HEP Tulsa”)

HEP UNEV Holdings LLC (“HEP UNEV”)

HEP UNEV Pipeline LLC

HEP Woods Cross, L.L.C.

Holly Energy Partners – Operating, L.P., a Delaware limited partnership (the “Operating Partnership”)

Holly Energy Storage - Lovington LLC

Holly Logistic Services, L.L.C. (“Holly GP”),

Lovington-Artesia, L.L.C.

Roadrunner Pipeline, L.L.C. (“Roadrunner”)

This Agreement amends and restates in its entirety the Twelfth Amended and Restated Omnibus Agreement, effective as of January 1, 2015, among certain of the HFC Entities and certain of the HEP Entities which were signatories thereto (the “Twelfth Amended and Restated Omnibus Agreement”).

RECITALS:

WHEREAS, the Parties entered into an Omnibus Agreement on July 13, 2004 (as amended, the “Original Omnibus Agreement”) to evidence their agreement with respect to various administrative, indemnity and other obligations, which agreement has been further amended and restated as set forth on Exhibit A, resulting in the Twelfth Amended and Restated Omnibus Agreement.

WHEREAS, the Parties desire to amend and restate the Twelfth Amended and Restated Omnibus Agreement as provided herein in order to, among other things, consolidate terms from various other agreements between the parties and to clarify terms as more particularly set forth herein.

AGREEMENT:

NOW, THEREFORE, in consideration of the premises and the covenants, conditions and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATIONS

1.1 Definitions. Capitalized terms used throughout this Agreement and not otherwise defined herein shall have the meanings set forth on Exhibit B.

1.2 Interpretation. Matters relating to the interpretation of this Agreement are set forth on Exhibit C.

ARTICLE II

BUSINESS OPPORTUNITIES

2.1 Restricted Businesses. For so long as a HFC Group Member owns a controlling interest in the general partner of HEP, and except as permitted by Section 2.2, Holly GP and each HFC Group Member shall be prohibited from engaging in or acquiring a controlling interest in or operating any business having assets or operations engaged in the Restricted Businesses.

2.2 Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, Holly GP and the HFC Group Members may engage in the following activities under the following circumstances:

(a)

the ownership and/or operation of any of the Retained Assets (including replacements of the Retained Assets);

(b)

any Restricted Businesses conducted by a HFC Group Member and Holly GP with the approval of the General Partner;

(c)

the ownership and/or operation of Restricted Businesses by an HFC Entity or Holly GP in its capacity as general partner of HEP or its general partner;

(d)

the ownership and/or operation of any asset or group of related assets used in the Restricted Business that are acquired or constructed by a HFC Group Member or Holly GP after the Closing Date (the “Permitted Assets”), the fair market value of which (as determined in good faith by the Board of Directors of HFC) is as follows:

(i)

less than $5 million at the time of such acquisition or good faith estimate of construction costs, as the case may be; or

(ii)

equal to or greater than $5 million at the time of the acquisition or good faith estimate of construction costs; provided, HEP has been offered the opportunity to purchase the Permitted Assets in accordance with Section 2.3 and HEP has elected not to purchase the Permitted Assets;

(e)

the ownership of the UNEV Profits Interest; and

(f)

the ownership of limited or any general partnership interests in HEP.

2.3 Right of Offer.

(a)

If Holly GP or a HFC Group Member becomes aware of an opportunity to acquire Permitted Assets with a fair market value (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million, then, subject to Section 2.3(c), as soon as practicable, Holly GP or such HFC Group Member shall notify HEP of such opportunity and deliver to HEP, or provide HEP access to all information prepared by or on behalf of, or material information submitted or delivered to, Holly GP or such HFC Group Member relating to such potential transaction. As soon as practicable, but in any event within 30 days after receipt of such notification and information, HEP shall notify Holly GP or the HFC Group Member that it has either elected:

(i)

not to cause a HEP Group Member to pursue the opportunity to purchase the Permitted Assets, or

(ii)

to cause a HEP Group Member to pursue the opportunity to purchase the Permitted Assets, in which case the applicable Parties shall follow the procedures in Section 2.4.

(b)

If, at any time, HEP abandons such opportunity (as evidenced in writing by HEP to the HFC Group Member), Holly GP or the HFC Group Member may pursue such opportunity. Any Permitted Assets which are permitted to be acquired by Holly GP or a HFC Group Member must be so acquired:

(i)

within 12 months of the later to occur of (A) the date that Holly GP or the HFC Group Member becomes able to pursue such acquisition in accordance with the provisions of this Section 2.3, and (B) the date upon which all required governmental approvals to consummate such acquisition have been obtained, and

(ii)

on terms not materially more favorable to Holly GP or the HFC Group Member than were offered to HEP.

If either of these conditions are not satisfied, the opportunity must be reoffered to HEP in accordance with Section 2.3(a).

(c)

Section 2.3(a) shall not apply if Holly GP or a HFC Group Member:

(i)

becomes aware of an opportunity to make an acquisition that includes Permitted Assets and assets that are not Permitted Assets, and the Permitted Assets have a fair market value (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million but comprise less than half of the fair market value (as determined in good faith by the Board of Directors of HFC) of the total assets being considered for acquisition, or

(ii)

desires to construct Permitted Assets with an estimated construction cost (as determined in good faith by the Board of Directors of HFC) equal to or greater than $5 million;

provided, however, that in each case Holly GP or a HFC Group Member, as the case may be, shall comply with Section 2.4.

2.4 Procedure for Offering Acquired or Constructed Assets to HEP.

(a)

Within 180 days after the consummation of the acquisition or the completion of construction by Holly GP or a HFC Group Member of the Permitted Assets, as the case may be, Holly GP or the HFC Group Member shall notify HEP in writing of such acquisition or construction and offer HEP the opportunity to purchase such Permitted Assets (the “Offer”). The Offer shall set forth the terms relating to the purchase of the Permitted Assets, and, if Holly GP or any HFC Group Member desires to utilize the Permitted Assets, the Offer will also include (i) the commercially reasonable terms on which the HEP Group will provide services to Holly GP or the HFC Group Member to enable Holly GP or the HFC Group Member to utilize the Permitted Assets and (ii) the terms of any service agreements, leases or access agreements to be provided to HEP by Holly GP or the HFC Group relating to such assets. As soon as practicable, but in any event within 30 days after receipt of such written notification, HEP shall notify Holly GP or the HFC Group Member in writing that HEP has elected (i) not to cause a HEP Group Member to purchase the Permitted Assets, in which event Holly GP

or the HFC Group Member shall be forever free to continue to own or operate such Permitted Assets, or (ii) to cause a HEP Group Member to purchase the Permitted Assets, in which event Section 2.4(b) and Section 2.4(c) shall apply.

(b)

If within 60 days after receipt by HEP of the Offer, Holly GP or the HFC Group Member and HEP are able to agree on the fair market value of the subject Permitted Assets and the other terms of the Offer including, the terms, if any, on which the HEP Group will provide services to Holly GP or the HFC Group Member to enable it to utilize the Permitted Assets, a HEP Group Member shall purchase the Permitted Assets for the agreed upon fair market value as soon as commercially practicable after such agreement has been reached and, if required by the Offer or otherwise agreed, enter into an agreement with Holly GP or the HFC Group Member to provide services in a manner consistent with the Offer.

(c)

If Holly GP or the HFC Group Member and HEP are unable to agree within 60 days after receipt by HEP of the Offer on the fair market value of the subject Permitted Assets and/or the other terms of the Offer, Holly GP or the HFC Entity, on the one hand, and HEP, on the other hand, will engage a mutually agreed upon investment banking firm to determine the disputed terms. Such investment banking firm will determine the disputed terms within 30 days of its engagement and furnish Holly GP or the HFC Group Member, on the one hand, and HEP, on the other hand, its determination. The fees of the investment banking firm will be split equally between Holly GP or the HFC Group Member, on the one hand, and HEP, on the other hand. Once the investment banking firm has submitted its determination of the disputed terms, HEP will have the right, but not the obligation, to cause a HEP Group Member to purchase the Permitted Assets pursuant to the Offer as modified by the determination of the investment banking firm. HEP will provide written notice of its decision to Holly GP or the HFC Group Member within 30 days after the investment banking firm has submitted its determination. Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Permitted Assets. If HEP elects to cause a HEP Group Member to purchase the Permitted Assets, then the HEP Group Member shall purchase the Permitted Assets pursuant to the Offer as modified by the determination of the investment banking firm as soon as commercially practicable after such determination and, if applicable, enter into an agreement with Holly GP or the HFC Group Member to provide services in a manner consistent with the Offer, as modified by the determination of the investment banking firm, if applicable.

2.5 Scope of Prohibition. Except as provided in this Article II and the Partnership Agreement, Holly GP and each HFC Group Member shall be free to engage in any business activity, including those that may be in direct competition with any HEP Group Member.

2.6 Enforcement. Holly GP and the HFC Group Members agree and acknowledge that the HEP Group does not have an adequate remedy at law for the breach by Holly GP and the HFC Group of the covenants and agreements set forth in this Article II, and that any breach by Holly GP and the HFC Group of the covenants and agreements set forth in this Article II would result in irreparable injury to the HEP Group. Holly GP and the HFC Group Members further agree and acknowledge that any HEP Group Member may, in addition to the other remedies that may be available to the HEP Group, file a suit in equity to enjoin Holly GP and the HFC Group from such breach and hereby consent to the issuance of injunctive relief under this Agreement.

2.7 Limitation on Acquisitions of Permitted Assets by HEP Group Members. Notwithstanding anything in this Agreement to the contrary, a HEP Group Member who is not a party to this Agreement is prohibited from acquiring Permitted Assets. In the event HEP desires a HEP Group Member who is not a party to this Agreement to acquire any Permitted Assets, then the General Partner shall first cause such HEP Group Member to become a party to this Agreement.

2.8 Termination of Article II. The provisions of this Article II may be terminated by HFC upon a Change of Control of HFC.

ARTICLE III

INDEMNIFICATION

3.1 Conditions of Indemnification by the HFC Entities. All indemnities set forth in Section 3.2 are subject to the following conditions:

(a)

Except for the indemnity in Sections 3.2(a)(ii), (vii) and (viii), indemnities apply only to the Transferred Assets and only until the applicable expiration date, if any, related to each such Transferred Asset shown on Exhibit D.

(b)

The aggregate liability of the HFC Entities for all Covered Environmental Losses under Section 3.2(a) shall not exceed the amounts shown in column (b) on Exhibit D. The liability limits listed in column (b) represent separate individual limits for each location.

(c)

Indemnities in Section 3.2(a)(i) apply only to the extent that such events or conditions occurred before the applicable Closing Date.

3.2 Indemnification by the HFC Entities.

(a)

Subject to Section 3.1, the HFC Entities shall indemnify, defend and hold harmless the HEP Entities from and against any Liability or Claim incurred by the HEP Entities or any Third Party to the extent arising out of:

(i)

the Covered Environmental Losses relating to the Transferred Assets to the extent caused by the acts or omissions of an HFC Entity;

(ii)

the ownership or operation by HFC and its Affiliates of any asset not constituting part of the Transferred Assets, except to the extent arising out of the negligent acts or omissions or willful misconduct of HEP or any of its Affiliates;

(iii)

the failure of the applicable HEP Entity to be the owner of valid and indefeasible easement rights or fee ownership for interests in and to the lands on which any pipeline or related pump station, tank farm or equipment conveyed or contributed or otherwise Transferred (including by way of a Transfer of the ownership interest of a Person or by operation of law) to the applicable HEP Entity on the applicable Closing Date;

(iv)

the failure of the applicable HEP Entity to have the consents, licenses and permits necessary to allow any such Transferred Assets referred to in Section 3.2(a)(iii) to cross the roads, waterways, railroads and other areas upon which any such Transferred Assets are located as of the Closing Date;

(v)

the cost of curing any condition set forth in clauses (iii) or (iv) above to the extent such conditions do not allow any Transferred Asset to be operated in accordance with Prudent Industry Practice;

(vi)

the following:

(A)

events and conditions associated with the operation of the Transferred Assets before the Closing Date (other than Covered Environmental Losses which are provided for under Section 3.2(a)(i) and events and conditions covered by Section 3.4);

(B)

all legal actions pending against the HFC Entities on July 13, 2004;

(C)

the completion of remediation projects at the respective HEP Entity’s El Paso, Albuquerque and Mountain Home terminals that were ongoing or scheduled as of July 13, 2004;

(D)

events and conditions associated with the Retained Assets and whether occurring before or after the Closing Date; and

(E)

all federal, state and local tax liabilities attributable to the operation or ownership of the Transferred Assets prior to the applicable Closing Date, including any such tax liabilities of the HFC Entities that may result from the consummation of the formation transactions for the HEP Entities and the General Partner;

(vii)

the operation by HEP and its Affiliates of any assets owned by HFC or any of its Affiliates, except to the extent arising out of the gross negligence or willful misconduct of HEP or any of its Affiliates; and

(viii)

Any failure to perform any covenant or agreement made or undertaken by HFC or its Affiliates in the (A) Master Lease and Access Agreement, or the exercise by HFC or its Affiliates of any rights and obligations under Section 2.2 thereof; or (B) Services and Secondment Agreement; except in either case to the extent arising out of the willful misconduct or negligence (standard negligence or gross negligence) of HEP or any of its Affiliates.

(b)

The indemnities provided for in Section 3.2(a)(i) through (v) shall only apply if the HFC Entities are notified in writing of any of the foregoing prior to the applicable expiration date listed in column (b) on Exhibit D.

(c)

The indemnities provided for in Section 3.2(a)(vi) shall only apply if to the extent that the HFC Entities are notified in writing of any of the following events and conditions within five years after the applicable Closing Date.

(d)

Notwithstanding anything in this Agreement to the contrary, because HEP has been involved since the inception with the following Transferred Assets, as used in this Section 3.2, the definition of “Transferred Assets” shall not include the 16” Lovington/Artesia Intermediate Pipeline, the Beeson Pipeline, the Roadrunner Pipeline, the Tulsa Interconnecting Pipelines, and the UNEV Pipeline.

(e)

To the extent that a good faith Claim by the HEP Entities for indemnification under Section 3.2(a) arises from events or conditions at the Transferred Tanks or the soil immediately underneath the Transferred Tanks or the Transferred Tanks’ secondary containment, and the HFC Entities refuse to provide such indemnification, then the burden of proof shall be on the HFC Entities to demonstrate that the events or conditions giving rise to the Claim arose after the Closing Date.

(f)

As used in this Section 3.2, “Affiliates” of the Indemnifying Party shall not include the HEP Group Members when a HFC Entity is the Indemnifying Party and shall not include the HFC Group Members when the Indemnifying Party is a HEP Entity.

3.3 Conditions of Indemnification by the HEP Entities. The indemnities set forth in Section 3.4 apply only to the extent that such events or conditions occurred on or after the applicable Closing Date, if any.

3.4 Indemnification by the HEP Entities.

(a)

Subject to Section 3.3, the HEP Entities shall indemnify, defend and hold harmless the HFC Entities from and against any Liability or Claim suffered or incurred by the HFC Entities or any Third Party to the extent arising from:

(i)

the Covered Environmental Losses associated with operation of (A) the Other Assets, and (B) the Transferred Assets by a Person (other than a HFC Entity or ownership and operation of the Transferred Assets by a Person other than a HFC Entity); and

(ii)

operation by HEP and HEP’s Affiliates of any asset owned by HFC or any of HFC’s Affiliates but only to the extent caused by the gross negligence or willful misconduct of any of the HEP Entities; or

(iii)

Any failure to perform any covenant or agreement made or undertaken by any HEP or its Affiliates in the (A) Master Lease and Access Agreement, or the exercise by HEP or its Affiliates of any rights and obligations under Section 2.2 thereof; or (B) Services and Secondment Agreement; except in either case to the extent arising out of the willful misconduct or negligence (standard negligence or gross negligence) of HFC or any of its Affiliates.

(b)

Nothing set forth in Section 3.4(a) shall make the HEP Entities responsible for any post-Closing Date negligent actions or omissions or willful misconduct by the HFC Entities.

3.5 Mutual General Indemnity. Following the applicable Closing Dates, the HFC Entities and the HEP Entities, respectively, agree to indemnify, protect, defend and hold harmless each other from and against any and all Liabilities and Claims based upon, in connection with, relating to or arising out of their respective actions or inactions in connection with the operation of the Indemnifying Party’s respective assets or any failure to comply with any Applicable Laws; in any case of or by any Indemnifying Party or its subcontractors, suppliers, materialmen, employees, agents, successors and assigns, or other persons directly or indirectly employed by them, including the following:

(a)

any injury to or death of any Person or the damage to or theft, destruction, loss or loss of use of, any property; or

(b)

the failure to perform any covenant or agreement made or undertaken by the applicable Party in agreements with any of the other Parties.

3.6 Exclusions from Indemnity for Post-Closing Date Claims. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, FOR ANY LIABILITIES OR CLAIMS ARISING OUT OF EVENTS OCCURRING AFTER AN APPLICABLE CLOSING DATE:

(a)

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 3.2(a)(vii), THE INDEMNIFICATION OBLIGATIONS HEREIN SHALL NOT EXTEND TO THE PROPORTIONATE AMOUNT OF ANY SUCH LIABILITY OR CLAIM CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNITEE OR ITS AGENTS OR EMPLOYEES.

(b)

No statute, rule or regulation that precludes an injured party from bringing an action against a fellow employee or employer shall preclude a Party from seeking and obtaining a judicial determination of the fault or negligence of such Persons.

(c)

Each Party shall be responsible for any insurance deductibles or self-insured retention arising out of any Liability or Claim to the extent such Liability or Claim arises out of the negligence or willful misconduct of such Party, except to the extent the subrogation waiver provided for in Section 3.9 applies to such Liability or Claim.

3.7 Indemnification Procedures.

(a)

The Indemnified Party agrees that promptly after it becomes aware of facts giving rise to a Claim for indemnification under this Article III, it will provide notice thereof in writing to the Indemnifying Party, specifying the nature of and specific basis for such Claim.

(b)

The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Article III, including, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the Indemnified Party unless it includes a full release of the Indemnified Party from such matter or issues, as the case may be.

(c)

The Indemnified Party agrees to cooperate fully with the Indemnifying Party, with respect to all aspects of the defense of any Claims covered by the indemnification under this Article III, including, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and making available to the Indemnifying Party any employees of the Indemnified Party.

(d)

In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in Section 3.7(c) be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any Claims covered by the indemnification set forth in this Article III; provided, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense.

(e)

In connection with the indemnities in this Article III, Indemnifying Party:

(i)

agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party;

(ii)

agrees to enter into a joint defense agreement with Indemnifying Party in order to allow communication by counsel if Indemnified Party elects to involve separate counsel; and

(iii)

agrees to maintain the confidentiality of all files, records, and other information furnished by the Indemnified Party pursuant to this Section 3.8.

(f)

The amounts for which an Indemnified Party is entitled to indemnification under this Article III shall be reduced by the net amounts recovered by the Indemnified Party pursuant to contractual indemnities from any Third Party (other than pursuant to insurance policies that are not required to include a waiver of subrogation pursuant to Section 3.9) after deducting the reasonable unreimbursed out-of-pocket fees and expenses incurred by the Indemnified Party in recovering such amounts (the “Net Recovery”). If the Indemnified Party receives a Net Recovery subsequent to an indemnification payment by the Indemnifying Party under this Article III, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to Net Recovery. An Indemnified Party shall be obligated to pursue all contractual indemnities (including insurance claims) that such Indemnified Party has with any Third Party, provided, however, if the Indemnified Party’s right to such indemnification is assignable, the Indemnified Party may, in its sole discretion and in lieu of pursuing such claim, elect to assign such indemnification claim to the Indemnifying Party to pursue and shall reasonably cooperate with the Indemnifying Party (including, making its relevant books, records, officers, information and testimony reasonably available to the Indemnifying Party) in the Indemnifying Party’s pursuit of such claim.

(g)

For avoidance of doubt, no Claim may be asserted pursuant to Section 3.2 or Section 3.4 following the applicable expiration of the indemnity related to such Claim; provided that any Claim asserted in writing prior to the expiration date of such indemnity that is the basis for such Claim shall survive until such Claim is finally resolved and satisfied. The date on which notification of a Claim for indemnification is received by the Indemnifying Party shall determine whether such Claim is timely made.

3.8 Limitation on Indemnification Obligations.

(a)

Notwithstanding anything in this Agreement to the contrary, when referring to the indemnification obligations of the HFC Entities in Article III, the definition of HFC Entities shall be deemed to mean solely (i) the HFC Entity or HFC Entities that own or operate, or owned or operated immediately prior to the transfer to the HEP Entities, the Retained Asset, Transferred Asset or other property in question with respect to which indemnification is sought by reason of such HFC Entity’s or HFC Entities’ ownership or operation of the Retained Asset, Transferred Asset or other property in question or that is responsible for causing such loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred by the HEP Entities for which it is entitled to indemnification under Article III and (ii) HFC.

(b)

Notwithstanding anything in this Agreement to the contrary, when referring to the indemnification obligations of the HEP Entities in Article III, the definition of HEP Entities shall be deemed to mean solely (i) the HEP Entity or HEP Entities that own or operate, or previously owned or operated, the Transferred Asset or other property in question or that is responsible for causing such loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred by the HFC Entities for which they are entitled to indemnification under Article III, (ii) HEP and (iii) Operating Partnership.

(c)

For the avoidance of doubt, any indemnification obligations of the HFC Entities in Article III with respect to any indemnifiable losses incurred by or attributable to the UNEV Pipeline shall be (i) limited to an amount that is the product of (x) the amount of such losses, multiplied by (y) HEP UNEV’s direct or indirect percentage ownership interest in the UNEV Pipeline at the time such losses were incurred and (ii) payable to, for the benefit of and recoverable solely by HEP UNEV or any HEP Entity designated by HEP UNEV (and not by UNEV Pipeline, LLC).

3.9 Subrogation; Waiver of Subrogation. To the extent that any of the HFC Entities or HEP Entities in fact receive full indemnification payments pursuant to Section 3.2(a)(viii) or Section 3.4(a)(iii) hereof, as the case may be, the HFC Entity or HEP Entity paying such Claim shall be subrogated to the receiving party’s rights with respect to the transaction or event requiring or giving rise to such indemnity. Notwithstanding the foregoing, each of the HFC Entities and the HEP Entities, hereby waives and releases, and shall cause their respective insurers, to waive and release, all rights against each other and any of their respective contractors, subsidiaries, consultants, agents and employees for loss or damages to any of the Transferred Assets to the extent of fire and other hazards covered by property insurance applicable to the

property to which such loss or damage occurs, except such rights as they have to proceeds of such insurance. For the purposes of this Section 3.9, all deductibles shall be considered insured losses. Without limiting the foregoing, all of the Parties’ policies of property insurance for the Transferred Assets shall be endorsed to provide a complete waiver for the benefit of the other Parties and their Affiliates of (i) any right of recovery which the insurer may have or acquire against the other Parties or any of its Affiliates, or its or their employees, officers or directors for payments made or to be made under such policies and (ii) any lien or right of subrogation which the insurer may have or acquire for payments made or to be made to any person or entity who asserts a Claim against such other Parties or any of its Affiliates, or its or their employees, officers or directors. The releases and waivers of subrogation set forth above in this paragraph shall apply notwithstanding any obligation of a Party to indemnify the other Party for the Claim(s) at issue.

ARTICLE IV

GENERAL AND ADMINISTRATIVE EXPENSES

4.1 General.

(a)

The Operating Partnership will pay HFC an administrative fee (the “Administrative Fee”) in the amount set forth on Exhibit E, payable in equal quarterly installments, for the provision by HFC and its Affiliates for the HEP Group’s benefit of all the general and administrative services that HFC and its Affiliates provide, including, the general and administrative services listed on Exhibit E.

(b)

HEP and HFC shall also periodically assess and increase the Administrative Fee in connection with expansions of the operations of the HEP Group through the acquisition or construction of new assets or businesses.

(c)

At the end of each year, HEP will have the right to submit to HFC a proposal to reduce the amount of the Administrative Fee for that year if HEP believes in good faith that the general and administrative services performed by HFC and its Affiliates for the benefit of the HEP Group for the year in question do not justify payment of the full Administrative Fee for that year. If HEP submits such a proposal to HFC, HFC agrees that it will negotiate in good faith with HEP to determine if the Administrative Fee for that year should be reduced and, if so, the amount of such reduction.

(d)

The Administrative Fee shall not include and the HEP Group shall reimburse HFC and its Affiliates for:

(i)

salaries of employees of HFC or its Affiliates, to the extent, but only to the extent, such employees perform services for the HEP Group;

(ii)

the cost of employee benefits relating to employees of HFC or its Affiliates, such as 401(k), pension, and health insurance benefits, to the extent, but only to the extent, such employees perform services for the HEP Group and have not been paid by HEP pursuant to the Master Site Services Agreement and the Services and Secondment Agreement;

(iii)

any amounts payable under the Master Site Services Agreement and the Services and Secondment Agreement;

(iv)

all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time in respect of the services provided by the HFC and its Affiliates to HEP pursuant to Section 4.1(a); and

(v)

all premiums for insurance policies carried for and on behalf of HEP.

(e)

Either HFC, on the one hand, or HEP, on the other hand, may terminate this Article IV, by providing the other with written notice of its election to do so at least six months prior to the proposed date of termination.

ARTICLE V

RIGHT OF FIRST REFUSAL

5.1 HFC Right of First Refusal: Prohibition on Transfer.

(a)

The HEP Entities hereby grant to HFC a right of first refusal on any proposed Transfer (other than a grant of a security interest to a bona fide third-party lender or a Transfer to another HEP Group Member) of any of the Assets.

(b)

The HEP Entities are prohibited from Transferring any of the Assets to a HEP Group Member that is not a party to this Agreement. In the event the HEP Entities desire to Transfer any of the Assets to a HEP Group Member that is not a Party to this Agreement, they shall first cause the proposed transferee HEP Group Member to become a Party to this Agreement.

(c)

The Parties acknowledge that all potential Transfers of Sale Assets pursuant to this Article V are subject to obtaining any and all required written consents of governmental authorities and other third parties and to the terms of all existing agreements in respect of the Sale Assets.

(d)

Notwithstanding anything in this Agreement to the contrary, as used in Article V the definition of “Assets” shall not include the Tulsa Transferred Assets or the UNEV Pipeline, but shall expressly include the equity interests of UNEV Pipeline, LLC then owned directly or indirectly by the HEP Entities.

5.2 Procedures.

(a)

If a HEP Entity proposes to Transfer any of the Assets to any Person pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then HEP shall promptly give written notice (a “Disposition Notice”) thereof to HFC. The Disposition Notice shall set forth the following information in respect of the proposed Transfer:

(i)

the name and address of the prospective acquiror (the “Proposed Transferee”);

(ii)

the Assets subject to the Acquisition Proposal (the “Sale Assets”);

(iii)

the purchase price offered by such Proposed Transferee (the “Offer Price”);

(iv)

reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow HFC to reasonably determine the fair market value of such non-cash consideration;

(v)

the HEP Entities’ estimate of the fair market value of any non-cash consideration; and

(vi)

all other material terms and conditions of the Acquisition Proposal that are then known to the HEP Entities.

(b)

To the extent the Acquisition Proposal consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. In the event HFC and the HEP Entities agree as to the fair market value of any non-cash consideration, HFC will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets within 30 days of its receipt of the Disposition Notice (the “First ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Assets.

(c)

In the event (i) HFC’s determination of the fair market value of any non-cash consideration described in the Disposition Notice (to be determined by HFC within 30 days of receipt of such Disposition Notice) is less than the fair market value of such consideration as determined by the HEP Entities in the Disposition Notice and (ii) HFC and the HEP Entities are unable to mutually agree upon the fair market value of such non-cash consideration within 30 days after HFC notifies the HEP Entities of its determination thereof, the HEP Entities and HFC shall engage a mutually-agreed-upon investment banking firm to determine the fair market value of the non-cash consideration. Such investment banking firm shall be instructed to return its decision within 30 days after all material information is submitted thereto, which decision shall be final. The fees of the investment banking firm will be split equally between HFC and the HEP Entities. HFC will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets to the HEP Entities within 30 days after the investment banking firm has submitted its determination (the “Second ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision by HFC not to purchase the Sale Assets.

(d)

If HFC fails to exercise a right during any applicable period set forth in this Section 5.2, HFC shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Assets, but not with respect to any future offer of such Sale Assets.

(e)

If HFC chooses to exercise its right of first refusal to purchase the Sale Assets under Sections 5.1(a) and 5.2(c), HFC and the HEP Entities shall enter into a purchase and sale agreement for the Sale Assets which shall include the following terms:

(i)

HFC will agree to deliver cash for the Offer Price (or any other consideration agreed to by HFC and the HEP Entities (each in their sole discretion));

(ii)

the HEP Entities will represent that they have good, indefeasible and unencumbered title to the Sale Assets, subject to all recorded and unrecorded matters and all physical conditions and other matters in existence on the closing date for the Sale Assets, plus any other reasonable and customary matters and such matters as HFC may approve, which approval will not be unreasonably withheld. If HFC desires to obtain any title insurance with respect to the Sale Assets, the full cost and expense of obtaining the same (including the cost of title examination, document duplication and policy premium) shall be borne by HFC;

(iii)

the HEP Entities will grant to HFC the right, exercisable at HFC’s risk and expense, to conduct such surveys, tests and inspections of the Sale Assets as HFC may deem desirable, so long as such surveys, tests or inspections do not damage the Sale Assets or interfere with the activities of the HEP Entities thereon and so long as HFC has furnished the HEP Entities with evidence that adequate liability insurance is in full force and effect;

(iv)

HFC will have the right to terminate its obligation to purchase the Sale Assets under this Article V if the results of any searches, surveys, tests or inspections conducted pursuant to Section 5.2(e)(ii) or Section 5.2(e)(iii) above are, in the reasonable opinion of HFC, unsatisfactory;

(v)

the closing date for the purchase of the Sale Assets shall, unless otherwise agreed to by HFC and the HEP Entities, occur no later than 90 days following receipt by the HEP Entities of written notice by HFC of its intention to exercise its option to purchase the Sale Assets pursuant to Section 5.2(b) or (c);

(vi)

the HEP Entities shall execute, have acknowledged and deliver to HFC a special warranty deed, assignment of easement, or comparable document, as appropriate, in the applicable jurisdiction, on the closing date for the purchase of the Sale Assets constituting real property interests conveying the Sale Assets unto HFC free and clear of all encumbrances created by the HEP Entities other than those set forth in Section 5.2(e)(ii) above;

(vii)

the sale of any Sale Assets shall be made on an “as is,” “where is” and “with all faults” basis, and the instruments conveying such Sale Assets shall contain appropriate disclaimers; and

(viii)

neither the HEP Entities nor HFC shall have any obligation to sell or buy the Sale Assets if any of the material consents referred to in Section 5.1(c) have not been obtained or such sale or purchase is prohibited by Applicable Law.

(f)

HFC and the HEP Entities shall cooperate in good faith in obtaining all necessary governmental and other Third Party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; provided, however, that such delay shall not exceed 120 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 120th day, then HFC shall be deemed to have waived its right of first refusal with respect to the Sale Assets described in the Disposition Notice and thereafter neither HFC nor HEP shall have any further obligation under this Article V with respect to such Sale Assets unless such Sale Assets again become subject to this Article V pursuant to Section 5.2(g).

(g)

If the Transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (i) 180 days after the later of the applicable ROFR Acceptance Deadline, and (ii) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the HEP Entities may not Transfer any of the Sale Assets described in the Disposition Notice without complying again with the provisions of this Article V if and to the extent then applicable.

ARTICLE VI

HFC PURCHASE OPTION

6.1 Option to Purchase Tulsa Transferred Assets. The Parties acknowledge the purchase options and right of first refusal granted to an Affiliate of HFC with respect to the Tulsa Transferred Assets in the Purchase Option Agreement.

ARTICLE VII

API INSPECTIONS

7.1 API Inspections. With respect only to the 2008 Tanks, the applicable HFC Entity that sold the particular tank(s) to the applicable HEP Entity shall, during the period that commences on the applicable Closing Date and ends five (5) years thereafter (the “Initial Tank Inspection Period”) reimburse the applicable HEP Entity for the actual costs associated with the first regularly scheduled API 653 inspection (the “Initial Tank Inspections”) and the costs associated with the replacement of the tank mixers on each of the Transferred Tanks after the Closing Date and any repairs required to be made to the 2008 Tanks as a result of any discovery made during the Initial Tank Inspections; provided, however, that

(a)

such HFC Entity shall not reimburse such HEP Entity with respect to the relocated crude oil Tank 437 in the Artesia refinery complex or the new crude oil tank to replace crude oil Tank 439 in the Artesia refinery complex more particularly described in the Purchase and Sale Agreement referenced in the definition of 2008 Crude Pipelines, Tanks and Related Assets, and

(b)

upon expiration of the Initial Tank Inspection Period, all of the obligations of the applicable HFC Entity pursuant to this Article VII shall terminate, except that the Initial Tank Inspection Period shall be extended if, and only to the extent that

(i)

inaccessibility of the 2008 Tanks during the Initial Tank Inspection Period caused the delay of an Initial Tank Inspection originally scheduled to be performed during the Initial Tank Inspection Period, and

(ii)

the applicable HFC Entity received notice from the applicable HEP Entity regarding such delay at the time it occurred.

ARTICLE VIII

DISPUTE RESOLUTION

8.1 Dispute Resolution.

(a)

Any Arbitrable Dispute arising out of or in connection with this Agreement, including any question regarding the existence, validity or termination of this Agreement, shall be exclusively resolved in accordance with this Article VIII.

(b)

In the event of a Arbitrable Dispute between an HFC Entity and an HEP Entity, the HFC Entity and the HEP Entity shall, within ten (10) days of a written request by either of them to the other, meet in good faith to resolve such Arbitrable Dispute in a meeting that includes individuals with authority to resolve the Arbitrable Dispute at such meeting.

(c)

If the HFC Entity and the HEP Entity are unable to resolve the Arbitrable Dispute within ten (10) days after submission of such Arbitrable Dispute as provided in Section 8.1(b), either the HFC Entity or the HEP Entity may submit the matter to arbitration in accordance with the terms of Section 8.2 below.

(d)

Pending resolution of any Arbitrable Dispute between the HFC Entity and the HEP Entity, the HFC Entity and the HEP Entity shall continue to perform in good faith their respective obligations under this Agreement based upon the last agreed performance demonstrated prior to the Arbitrable Dispute.

(e)

Resolution of any Arbitrable Dispute between the HFC Entity and the HEP Entity involving payment of money by either the HFC Entity and the HEP Entity to the other shall include payment of interest at the Prime Rate from the original due date of such amount.

(f)

Each of the HFC Entity and the HEP Entity shall, in addition to all rights provided herein or provided by Law, be entitled to the remedies of specific performance and injunction to enforce its rights hereunder.

8.2 Arbitration. Any and all Arbitrable Disputes must be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code, as amended from time to time).

(a)

Arbitration must be initiated within the time limits set forth in this Agreement, or if no such limits apply, then within the time period allowed by the applicable statute of limitations. Arbitration may be initiated by either party (“Claimant”) by delivering written notice to the other (“Respondent”) that the Claimant elects to refer the Arbitrable Dispute to binding arbitration. Claimant’s notice initiating

binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within thirty (30) days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within thirty (30) days after the second arbitrator has been appointed.

(b)

The hearing will be conducted in Dallas, Texas and commence within thirty (30) days after the selection of the third arbitrator. The parties and the arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on, and non-appealable by, the Claimant and Respondent.

(c)

The Claimant will pay the compensation and expenses of the arbitrator named by it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator.

(d)

All arbitrators must (i) be neutral parties who have never been officers, directors or employees of any of the Parties or any of their Affiliates and who have not provided consulting services (directly or indirectly) for at least three (3) years prior to their appointment and (ii) have at least seven (7) years’ experience in the petroleum transportation industry.

(e)

The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kind.

(f)

The Arbitrable Disputes may be arbitrated in a common proceeding along with disputes under other agreements between the Claimant and Respondent to the extent that the issues raised in such disputes are related. Without the written consent of the Claimant and Respondent, no unrelated disputes (including those with Affiliates of either Claimant or Respondent) or Third Party disputes may be joined to an arbitration pursuant to this Agreement.

8.3 Conflict. If there is any inconsistency between this Article VIII and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Article VIII will control the rights and obligations of the parties seeking arbitration.

ARTICLE IX

FORCE MAJEURE

9.1 Force Majeure. In the event of any Party being rendered unable, wholly or in part, by a Force Majeure event from performing its obligations under any of the Master Agreements, Services and Secondment Agreement or this Agreement for a period of more than thirty (30) consecutive days, then, upon the delivery of notice and full particulars of the Force Majeure event relied on (“Force Majeure Notice”) to the other affected Party(ies), the obligations of the Parties, so far are they are affected by the Force Majeure event, shall be suspended during the continuance of any inability so caused. The cause of the Force Majeure event shall, as far as possible, be remedied with all reasonable dispatch, except that no Party shall be compelled to resolve any strikes, lockouts or other industrial disputes other than as it shall determine to be in its best interests.

ARTICLE X

MISCELLANEOUS

10.1 Choice of Law. This Agreement shall be subject to and governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state.

10.2 Notices.

(a)

Any notice or other communication given under this Agreement shall be in writing and shall be (i) delivered personally, (ii) sent by documented overnight delivery service, (iii) sent by email transmission, or (iv) sent by first class mail, postage prepaid (certified or registered mail, return receipt requested). Such notice shall be deemed to have been duly given (x) if received, on the date of the delivery, with a receipt for delivery, (y) if refused, on the date of the refused delivery, with a receipt for refusal, or (z) with respect to email transmissions, on the date the recipient confirms receipt. Notices or other communications shall be directed to the following addresses:

Notices to the HFC Entities:

HollyFrontier Corporation

2828 N. Harwood, Suite 1300

Dallas, Texas 75201

Attention: President

Email address: president@hollyfrontier.com

with a copy, which shall not constitute notice, but is required in order to give proper notice, to:

HollyFrontier Corporation

2828 N. Harwood, Suite 1300

Dallas, Texas 75201

Attention: General Counsel

Email address: general.counsel@hollyfrontier.com

Notices to the HEP Entities:

Holly Energy Partners, L.P.

c/o Holly Logistic Services, L.L.C.

2828 N. Harwood, Suite 1300

Dallas, Texas 75201

Attention: President

Email address: president-HEP@hollyenergy.com

with a copy, which shall not constitute notice, but is required in order to give proper notice, to:

Holly Energy Partners, L.P.

c/o Holly Logistic Services, L.L.C.

2828 N. Harwood, Suite 1300

Dallas, Texas 75201

Attention: General Counsel

Email address: general.counsel@hollyenergy.com

(b)

Any Party may at any time change its address for service from time to time by giving notice to the other Parties in accordance with this Section 10.2.

10.3 Entire Agreement. This Agreement, together with the other agreements and instruments referred to herein, constitutes the entire agreement of the Parties relating to the matters contained herein, superseding as of the Effective Date all prior contracts or agreements (including the Original Omnibus Agreement), whether oral or written, relating to the matters contained herein. For avoidance of doubt the Eleventh Amended and Restated Omnibus Agreement, effective as of January 1, 2015, shall remain in full force and effect with respect to any event, act or omission occurring before January 1, 2015.

10.4 Amendment or Modification. No amendment or modification of this Agreement shall be valid unless it is in writing and signed by the parties hereto. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the Party against whom the waiver is sought to be enforced. Any of the exhibits to this Agreement may be amended, modified, revised or updated by the Parties hereto if each of HFC (on behalf of the HFC Entities) and HEP (on behalf of the HEP Entities) execute an amended, modified, revised or updated exhibit or schedule, as applicable, and attach it to this Agreement. Such amended, modified, revised or updated exhibits shall be sequentially numbered (e.g. Exhibit A-1, Exhibit A-2, etc.), dated and appended as an additional exhibit or schedule to this Agreement and shall replace the prior exhibit or schedule, as applicable, in its entirety, except as specified therein. No failure or delay in exercising any right hereunder, and no course of conduct, shall operate as a waiver of any provision of this Agreement. No single or partial exercise of a right hereunder shall preclude further or complete exercise of that right or any other right hereunder.

10.5 Assignment. No Party shall have the right to assign any of its rights or obligations under this Agreement without the consent of the other Parties hereto.

10.6 Counterparts. This Agreement may be executed in any number of paper or electronic counterparts with the same effect as if all signatory parties had signed the same document. All such counterparts shall be construed together and shall constitute one and the same agreement.

10.7 Severability. If any provision of this Agreement shall be held invalid or unenforceable by a court or regulatory body of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

10.8 Further Assurances. In connection with this Agreement and all transactions contemplated by this Agreement, each Party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

10.9 Rights of Limited Partners. The provisions of this Agreement are enforceable solely by the Parties to this Agreement, and no Limited Partner (as defined in the Partnership Agreement) of HEP

shall have the right, separate and apart from HEP, to enforce any provision of this Agreement or to compel any Party to this Agreement to comply with the terms of this Agreement. There are no Third Party beneficiaries to this Agreement.

10.10 Headings. Headings of the Sections of this Agreement are for convenience of the parties only and shall be given no substantive or interpretative effect whatsoever.

10.11 Limitation of Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ANY OTHER PROVISION OF THIS AGREEMENT AND EXCEPT FOR CLAIMS MADE BY THIRD PARTIES WHICH SHALL NOT BE LIMITED BY THIS SECTION, THE PARTIES AGREE THAT THE RECOVERY BY ANY PARTY, INCLUDING, PURSUANT TO ARTICLE III, OF ANY LIABILITIES, DAMAGES, COSTS OR OTHER EXPENSES (i) AS A RESULT OF ANY BREACH OR NONFULFILLMENT BY A PARTY OF ANY OF ITS COVENANTS, AGREEMENTS OR OTHER OBLIGATIONS UNDER THIS AGREEMENT OR (ii) BY REASON OF OR ARISING OUT OF ANY OF THE EVENTS, CONDITIONS OR OTHER MATTERS LISTED IN SECTIONS 3.2 OR 3.4 WHICH THE PARTIES HAVE AGREED TO INDEMNIFY THE OTHER PARTY AGAINST, SHALL BE LIMITED TO ACTUAL DAMAGES AND SHALL NOT INCLUDE OR APPLY TO, NOR SHALL ANY PARTY BE ENTITLED TO RECOVER, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES OR BUSINESS INTERRUPTION OR DIMINUTION IN VALUE) SUFFERED OR INCURRED BY ANY PARTY; PROVIDED, HOWEVER, THAT SUCH RESTRICTION AND LIMITATION SHALL NOT APPLY TO A PARTY’S OBLIGATION TO INDEMNIFY THE OTHER PARTY:

(X) AS A RESULT OF A THIRD PARTY CLAIM FOR SUCH INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES,

(Y) FOR CLAIMS THAT ARE COVERED BY INSURANCE AND ANY RELATED DEDUCTIBLES, OR

(Z) FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LIABILITIES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES OR BUSINESS INTERRUPTION OR DIMINUTION IN VALUE) THAT ARE A RESULT OF SUCH INDEMNIFYING PARTY’S OR ITS AFFILIATES’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

As used in this Section 10.11, “Affiliates” of the Indemnifying Party shall not include the HEP Group Members when a HFC Entity is the Indemnifying Party and shall not include the HFC Group Members when the Indemnifying Party is a HEP Entity.

10.12 Nature of the Relationship. Notwithstanding the foregoing, nothing in this Agreement and no actions taken by the Parties shall constitute a partnership, joint venture, association or other co-operative entity among the Parties or authorize either Party to represent or contract on behalf of the other Party.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date.


HFC ENTITIES:

HOLLYFRONTIER CORPORATION
FRONTIER EL DORADO REFINING LLC
FRONTIER REFINING LLC
HOLLY REFINING & MARKETING COMPANY – WOODS CROSS LLC
HOLLY REFINING & MARKETING - TULSA LLC
NAVAJO PIPELINE CO., L.P.
NAVAJO REFINING COMPANY, L.L.C.

By:	/s/ Douglas S. Aron
Name:	Douglas S. Aron
Title:	Executive Vice President and Chief Financial Officer

HEP ENTITIES:

HOLLY ENERGY PARTNERS, L.P.

By:	HEP Logistics Holdings, L.P.
	Its General Partner

	By:	Holly Logistic Services, L.L.C.
		Its General Partner

	By:	/s/ Richard L. Voliva III
	Name:	Richard L. Voliva III
	Title:	Vice President and Chief Financial Officer

[Signature Page 1 of 3 to Thirteenth Amended and Restated Omnibus Agreement]


CHEYENNE LOGISTICS LLC
HEP LOGISTICS GP, L.L.C.
HEP TULSA LLC
EL DORADO LOGISTICS LLC
EL DORADO OPERATING LLC
HEP UNEV HOLDINGS LLC
HEP UNEV PIPELINE LLC
HOLLY ENERGY STORAGE – LOVINGTON LLC
HOLLY ENERGY PARTNERS – OPERATING, L.P.
HOLLY LOGISTIC SERVICES, L.L.C.
ROADRUNNER PIPELINE, L.L.C.
HEP EL DORADO LLC

By:	/s/ Richard L. Voliva III
Name:	Richard L. Voliva III
Title:	Vice President and Chief Financial Officer

HEP LOGISTICS HOLDINGS, L.P.

By:	Holly Logistic Services, L.L.C,
	Its General Partner

By:	/s/ Richard L. Voliva III
Name:	Richard L. Voliva III
Title:	Vice President and Chief Financial Officer

HEP MOUNTAIN HOME, L.L.C.
HEP PIPELINE GP, L.L.C.
HEP PIPELINE, L.L.C.
HEP REFINING GP, L.L.C.
HEP REFINING, L.L.C.
HEP WOODS CROSS, L.L.C.
LOVINGTON-ARTESIA, L.L.C.

By:	HOLLY ENERGY PARTNERS –
	OPERATING, L.P.
	Sole Member

	By:	/s/ Richard L. Voliva III
	Name:	Richard L. Voliva III
	Title:	Vice President and Chief Financial Officer

[Signature Page 2 of 3 to Thirteenth Amended and Restated Omnibus Agreement]


HEP NAVAJO SOUTHERN, L.P.
HEP PIPELINE ASSETS, LIMITED PARTNERSHIP

By:	HEP Pipeline GP, L.L.C.
	Its General Partner

	By:	/s/ Richard L. Voliva III
	Name:	Richard L. Voliva III
	Title:	Vice President and Chief Financial Officer


HEP REFINING ASSETS, L.P.

By:	HEP Refining GP, L.L.C.
	Its General Partner

	By:	/s/ Richard L. Voliva III
	Name:	Richard L. Voliva III
	Title:	Vice President and Chief Financial Officer

[Signature Page 3 of 3 to Thirteenth Amended and Restated Omnibus Agreement]

Exhibit A

Thirteenth Amended and Restated Omnibus Agreement

Omnibus Agreement Amendments


Agreement	Effective Date	Reason for Amendment
Original Omnibus Agreement	July 13, 2004	n/a

First Amended and Restated Omnibus Agreement	June 1, 2009	16” Lovington/Artesia Intermediate Pipeline Purchase Agreement

Second Amended and Restated Omnibus Agreement	August 1, 2009	Tulsa West (Sunoco) Asset Purchase Agreement

Third Amended and Restated Omnibus Agreement	October 19, 2009	(i) Tulsa East (Sinclair) Purchase Agreement (ii) Beeson Pipeline Purchase Agreement, and (iii) Roadrunner Pipeline Purchase Agreement

Fourth Amended and Restated Omnibus Agreement	March 31, 2010,	LLC Interest Purchase Agreement for certain Tulsa East Assets

Fifth Amended and Restated Omnibus Agreement	August 31, 2011	Tulsa Throughput Agreement

Sixth Amended and Restated Omnibus Agreement	November 1, 2011	LLC Interest Purchase Agreement for Cheyenne Assets and El Dorado Assets

Seventh Amended and Restated Omnibus Agreement	July 12, 2012	UNEV LLC Interest Purchase Agreement

Eighth Amended and Restated Omnibus Agreement	June 1, 2013	Malaga Throughput Agreement

Ninth Amended and Restated Omnibus Agreement	January 7, 2014	Amended and Restated El Dorado Throughput Agreement for the El Dorado New Tank No. 647

Tenth Amended and Restated Omnibus Agreement	September 26, 2014	Amended and Restated Malaga Throughput Agreement

Eleventh Amended and Restated Omnibus Agreement	January 1, 2015	Unloading and Blending Services Agreement (Artesia) and Third Amended and Restated Crude Pipelines and Tankage Agreement (Beeson to Lovington System Expansion)

Twelfth Amended and Restated Omnibus Agreement	January 1, 2015	Artesia Railyard Facility, El Dorado Terminal, El Dorado New Tank No. 643 and Cheyenne New Tank No. 117

A-1

Exhibit B

Thirteenth Amended and Restated Omnibus Agreement

Definitions

“8” and 10” Lovington/Artesia Intermediate Pipelines” means the 8-inch pipeline and the 10-inch pipeline, each running from Lovington, New Mexico to Artesia, New Mexico and owned by HEP Pipeline.

“16” Lovington/Artesia Intermediate Pipeline” means the 16-inch pipeline running from Lovington, New Mexico to Artesia, New Mexico, owned by Lovington-Artesia, L.L.C.

“16” Lovington/Artesia Intermediate Pipeline Purchase Agreement” means that certain LLC Interest Purchase Agreement dated as of June 1, 2009, by and among HFC, Navajo Pipeline and the Operating Partnership, pursuant to which Navajo Pipeline transferred and conveyed to the Operating Partnership, and the Operating Partnership acquired, all of the limited liability company interests of Lovington-Artesia, L.L.C., the entity that owns the 16” Lovington/Artesia Intermediate Pipeline.

“2004 Product Pipelines, Terminal and Related Assets” means the assets transferred under the July 13, 2004 Contribution, Conveyance and Assumption Agreement at the time of HEP’s initial public offering.

“2008 Crude Pipelines, Tanks and Related Assets” means the Drop-Down Assets as defined in the Purchase and Sale Agreement, dated February 25, 2008, by and among HFC, Navajo Pipeline, Woods Cross Refining Company, L.L.C., a Delaware limited liability company, and Navajo, as the seller parties, and HEP, the Operating Partnership, HEP Woods Cross, L.L.C., a Delaware limited liability company, and HEP Pipeline, as the buyer parties.

“2008 Tanks” means the Transferred Tanks included in the 2008 Crude Pipelines, Tanks and Related Assets.

“Acquisition Proposal” is defined in Section 5.2(a).

“Additional Lovington Assets” means the Transferred Lovington Assets as defined in the March 2010 Drop Down LLC Interest Purchase Agreement.

“Additional Tulsa East Assets” means the Transferred Tulsa East Assets as defined in the March 2010 Drop Down LLC Interest Purchase Agreement.

“Administrative Fee” is defined in Section 4.1(a).

“Affiliate” means, with respect 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, the Person in question. As used herein, the term “control” means the possession, direct or indirect, 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” is defined in the introduction to this Agreement.

B-1

“Applicable Law” means any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement, or other governmental restriction or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued under any of the foregoing by, or any determination by any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including, all of the terms and provisions of the common law of such Governmental Authority), as interpreted and enforced at the time in question.

“Arbitrable Dispute” means any and all disputes, Claims, controversies and other matters in question between any of the HEP Entities, on the one hand, and any of the HFC Entities, on the other hand, arising out of or relating to this Agreement, the Master Agreements, or the Services and Secondment Agreement, or the alleged breach hereof and thereof, or in any way relating to the subject matter of this Agreement, the Master Agreements, or the Services and Secondment Agreement, regardless of whether (a) allegedly extra-contractual in nature, (b) sounding in contract, tort or otherwise, (c) provided for by Applicable Law or otherwise or (d) seeking damages or any other relief, whether at law, in equity or otherwise.

“Artesia Blending Facility” means the two tanks and related equipment for the unloading and blending of ethanol and biodiesel at the refined product truck rack located at the refinery owned by Navajo in Artesia, New Mexico.

“Artesia Rail Sublease Agreement” means that certain Sublease Agreement effective as of November 1, 2014 by and between HEP Refining and HFRM, pursuant to which HEP Refining agreed to sublease to HFRM, and HFRM agreed to sublease from HEP Refining, the BNSF Land.

“Artesia Rail Yard Facility” means (a) the railroad track siding consisting of approximately 8,300 track feet of siding (rail storage) and two mainline switches and three industry switches located on certain land leased by HFRM from the Operating Partnership pursuant to the Artesia Track Lease Agreement, and (b) HEP Refining’s leasehold interest, as tenant, under the BNSF Lease, and (c) HEP Refining’s leasehold interest, as landlord, under the Rail Yard Sublease Agreement.

“Artesia Track Agreement” means that certain Track Lease Agreement effective as of November 1, 2014 by and between HEP Refining and HFRM, pursuant to which HEP Refining agreed to lease to HFRM, and HFRM agreed to lease from HEP Refining, the Artesia Rail Yard Facility.

“Assets” means the Transferred Assets and the Other Assets, collectively.

“Beeson Pipeline” means the 8” crude oil pipeline extending from Beeson station to Lovington, New Mexico, owned by HEP Pipeline.

“Beeson Pipeline Purchase Agreement” means that certain Asset Purchase Agreement dated as of December 1, 2009, by and among HFC, Navajo Pipeline and HEP Pipeline, pursuant to which Navajo Pipeline agreed to transfer and convey to HEP Pipeline, and HEP Pipeline agreed to acquire, the Beeson Pipeline.

“Beeson to Lovington System Expansion” means the following project undertaken by HEP Pipeline: the installation of a larger pump at the Beeson station and the replacement of five miles of existing 8-inch pipeline with 10-inch pipeline beginning at the Beeson station end of the Beeson Pipeline.

B-2

“BNSF Land” means the land located in Eddy County, New Mexico leased to HEP Refining pursuant to the BNSF Lease.

“BNSF Lease” means that certain Lease of Land Including New Track Construction dated to be effective as of February 14, 2014, pursuant to which HEP Reining agreed to lease from BNSF Railway Company the BNSF Land.

“Business Day” means any day other than Saturday, Sunday or other day upon which commercial banks in Dallas, Texas are authorized by law to close.

“Change of Control” means, with respect to any Person (the “Applicable Person”), any of the following events:

(a) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the Applicable Person’s assets to any other Person unless immediately following such sale, lease, exchange, or other transfer such assets are owned, directly or indirectly, by the Applicable Person;

(b) the consolidation or merger of the Applicable Person with or into another Person pursuant to a transaction in which the outstanding Voting Securities of the Applicable Person are changed into or exchanged for cash, securities, or other property, other than any such transaction where

(i) the outstanding Voting Securities of the Applicable Person are changed into or exchanged for Voting Securities of a surviving Person or its parent and

(ii) the holders of the Voting Securities of the Applicable Person immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Securities of the surviving Person or its parent immediately after such transaction; and

(c) a “person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) (in the case of HFC, other than a group consisting of some of all of the current control persons of HFC), being or becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended) of more than 50% of all of the then outstanding Voting Securities of the Applicable Person, except in a merger or consolidation that would not constitute a Change of Control under clause (b) above.

“Cheyenne Assets” is defined in the November 2011 Frontier Drop Down LLC Interest Purchase Agreement.

“Cheyenne Logistics” is defined in the introduction to this Agreement.

“Cheyenne New Tank” means petroleum storage tank no. 117 located at the Cheyenne Refinery Complex.

“Claim” means any existing or threatened future claim, demand, suit, judgment, settlement, action, investigation, proceeding, governmental action, cause of action, claims, demands, causes of action, suits, judgments, settlements, fines, penalties, costs, and expenses (including court costs and reasonable attorneys’ and experts’ fees) of any kind or character (in each case, whether civil, criminal, investigative

B-3

or administrative), known or unknown, under any theory, including those based on theories of contract, tort, statutory liability, strict liability, employer liability, premises liability, products liability, breach of warranty or malpractice of any and every kind or character, known or unknown, fixed, contingent or suffered.

“Claimant” is defined in Section 8.2(a).

“Closing Date” means

(a) for all sections other than Articles III and VII, July 13, 2004, the date of the closing of HEP’s initial public offering, and

(b) for purposes of Articles III and VII, Closing Date means, with respect to a group of assets, the effective date of the purchase of such assets or the stock, partnership interests or membership interests of the entity that directly or indirectly owns such assets, by a HEP Entity (such Closing Date being shown in Exhibit D, column (a)).

“Contribution Agreement” means that certain Contribution, Conveyance and Assumption Agreement, dated as of July 13, 2004, among HFC, Navajo Pipeline, the General Partner, HEP, the OLP GP, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder.

“control” 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.

“Covered Environmental Losses” means Environmental Claims to the extent arising from:

(a)

any violation or correction of violation of Environmental Laws associated with the ownership or operation of the Assets, or

(b)

any event or condition associated with ownership or operation of the Assets (including, the presence of Hazardous Substances on, under, about or migrating from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at any non-Asset locations), including:

(i)

the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws;

(ii)

the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws; and

(iii)

the cost and expense for any environmental or Toxic Tort pre-trial, trial, or appellate legal or litigation support work.

“Disposition Notice” is defined in Section 5.2(a).

“Effective Date” is defined in the introduction to this Agreement.

B-4

“El Dorado Assets” is defined in the November 2011 Frontier Drop Down LLC Interest Purchase Agreement.

“El Dorado Logistics” is defined in the introduction to this Agreement.

“El Dorado Operating” is defined in the introduction to this Agreement.

“El Dorado New Tanks” means (a) petroleum products storage tank no. 647 located at the El Dorado Refinery Complex, and (b) petroleum products storage tank no. 643 located at the El Dorado Refinery Complex.

“El Dorado Refinery Assets” means “Assets” as defined in that certain LLC Interest Purchase Agreement dated as of October 30, 2015 and effective as of November 1, 2015 by and between Frontier El Dorado, HFC and the Operating Partnership, pursuant to which Frontier El Dorado agreed sell to the Operating Partnership all of the issued and outstanding limited liability company interests in the entity that owns the El Dorado Refinery Assets.

“El Dorado Terminal” means that certain petroleum products tank farm located in El Dorado Kansas, and more particularly described in the El Dorado Membership Purchase Agreement, as such terminal may be modified, expanded or upgraded from time to time.

“El Dorado Membership Purchase Agreement” means that certain Membership Interest Purchase Agreement dated as of March 6, 2015 by and between El Dorado Logistics and Rimrock Midstream, LLC.

“El Dorado Throughput Agreement” means that certain Second Amended and Restated Pipeline Delivery, Tankage and Loading Rack Throughput Agreement (El Dorado), dated as of January 7, 2014, and effective as of November 1, 2011, by and between Frontier El Dorado and El Dorado Logistics LLC, pursuant to which El Dorado Logistics LLC constructed new storage tank assets.

“Environmental Claims” means environmental and Toxic Tort Liabilities and Claims of any and every kind or character, known or unknown, fixed or contingent.

“Environmental Costs” means (i) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (ii) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (iii) the cost and expense for any Environmental Claim, including pre-trial, trial, or appellate legal or litigation support work.

“Environmental Laws” means all federal, state and local laws, statutes, rules, regulations, orders and ordinances, now or hereafter in effect, relating to protection of the environment, including the federal Comprehensive Environmental Response, Compensation, and Liability Act, the Superfund Amendments Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Federal Water Pollution Control Act, the Toxic Substances Control Act, the Oil Pollution Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, and other environmental conservation and protection laws, each as amended from time to time.

“First ROFR Acceptance Deadline” is defined in Section 5.2(b).

B-5

“Force Majeure” means acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, wars (whether or not an official declaration is made thereof), terrorist attacks, blockades, insurrections, riots, epidemics, landslides, lightening, earthquakes, fires, hurricanes, storms, floods, washouts, freezeoffs, arrests, the order of any Governmental Authority having jurisdiction while the same is in force and effect, civil disturbances, explosions, breakage, accident to machinery, equipment, storage tanks or lines of pipe, repairs, maintenance, inability to obtain or unavoidable delay in obtaining permits, material or equipment, and any other causes whether of the kind herein enumerated or otherwise not reasonably within the control of the Party claiming suspension and which by the exercise of due diligence such Party is unable to prevent or overcome. Notwithstanding anything in this Agreement to the contrary, inability of a Party to make payments when due, be profitable or to secure funds, arrange bank loans or other financing, obtain credit or have adequate capacity or production (other than for reasons of Force Majeure) shall not be regarded as events of Force Majeure

“Frontier Cheyenne” is defined in the introduction to this Agreement.

“Frontier El Dorado” is defined in the introduction to this Agreement.

“General Partner” is defined in the introduction to this Agreement.

“Hazardous Substance” means (a) any substance that is designated, defined or classified as a hazardous waste, hazardous material, pollutant, contaminant, or toxic or hazardous substance, or that is otherwise regulated under any Environmental Law, including, any hazardous substance as defined under the Comprehensive Environmental Response, Compensation, and Liability Act, and (b) petroleum, crude oil, gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet fuel and other refined petroleum hydrocarbons.

“HEP” is defined in the introduction to this Agreement.

“HEP El Dorado” is defined in the introduction to this Agreement.

“HEP Entities” is defined in the introduction to this Agreement.

“HEP Entity” means any of the HEP Entities.

“HEP Group” means the HEP Entities and any Subsidiary of any such Person, all of which are treated as a single consolidated entity for purposes of this Agreement.

“HEP Group Member” means any member of the HEP Group.

“HEP Pipeline” is defined in the introduction to this Agreement.

“HEP Refining” is defined in the introduction to this Agreement.

“HEP Tulsa” is defined in the introduction to this Agreement.

B-6

“HEP UNEV” is defined in the introduction to this Agreement.

“HFC” is defined in the introduction to this Agreement.

“HFC Group” means the HFC Entities and any Person controlled, directly or indirectly, by HFC other than the HEP Entities.

“HFC Group Member” means any member of the HFC Group.

“HFRM” means HollyFrontier Refining & Marketing, L.L.C.

“Holly GP” is defined in the introduction to this Agreement.

“Holly Tulsa” is defined in the introduction to this Agreement.

“Holly Woods Cross” is defined in the introduction to this Agreement.

“Indemnified Claims” means losses, damages, liabilities, Claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character.

“Indemnified Party” means all or part of either the HEP Entities or the HFC Entities, as the case may be, in their capacity as the parties entitled to indemnification in accordance with Article III.

“Indemnifying Party” means all or part of either the HEP Entities or the HFC Entities, as the case may be, in their capacity as the parties from whom indemnification may be required in accordance with Article III.

“Initial Tank Inspections” is defined in Section 7.1.

“Initial Tank Inspection Period” is defined in Section 7.1

“Liability” means with respect to any Person, any economic losses (including, diminution in value and lost profits suffered by third parties to the extent an Indemnified Party is required to pay for such damages), damages, injuries (including, personal injury and death), liabilities, of any and every kind or character, known or unknown, fixed, contingent or suffered.

“Limited Partner” is defined in the Partnership Agreement.

“Malaga Pipeline System” means the Pipeline System, as such term is defined in the Malaga TSA.

“Malaga TSA” means that certain Amended and Restated Transportation Services Agreement (Malaga) dated as of September 26, 2014 by and between HFRM and Operating Partnership, pursuant to which Operating Partnership provides certain transportation services for HFRM on the Malaga Pipeline System, as such agreement may be amended, modified or replaced from time to time.

“March 2010 Drop Down LLC Interest Purchase Agreement” means that certain LLC Interest Purchase Agreement dated as of March 31, 2010, by and among HFC, Lea Refining Company, Holly Tulsa, HEP Refining and HEP Tulsa, pursuant to which HFC, Lea Refining Company and Holly Tulsa agreed to transfer and convey to HEP Refining and HEP Tulsa the Additional Tulsa East Assets and the Additional Lovington Assets.

B-7

“Master Agreements” means the Master Lease and Access Agreement, Master Site Services Agreement, Master Throughput Agreement and Master Tolling Agreements.

“Master Lease and Access Agreement” means that certain Amended and Restated Master Lease and Access Agreement dated effective as of the Effective Date among certain of the HEP Entities and the Refinery Owners.

“Master Site Services Agreement” means that certain Amended and Restated Master Site Services Agreement dated effective as of the Effective Date among certain of the HEP Entities and the Refinery Owners.

“Master Throughput Agreement” means that certain Master Throughput Agreement effective as of January 1, 2015 between the Operating Partnership and HFRM.

“Master Tolling Agreements” means that certain Master Tolling Agreement (Refinery Assets) dated effective as of the Effective Date between Frontier El Dorado and the Operating Partnership and that certain Master Tolling Agreement (Operating Assets) dated effective as of the Effective Date between Frontier El Dorado and the Operating Partnership.

“Navajo” is defined in the introduction to this Agreement.

“Navajo Pipeline” is defined in the introduction to this Agreement.

“Net Recovery” is defined in Section 3.7(f).

“November 2011 Frontier Drop Down LLC Interest Purchase Agreement” means that certain LLC Interest Purchase Agreement effective as of November 1, 2011, by and among HFC, Frontier Cheyenne, Frontier El Dorado, the Operating Partnership and HEP, pursuant to which Frontier Cheyenne and Frontier El Dorado agreed sell to the Operating Partnership the entities that own the Cheyenne Assets and the El Dorado Assets.

“Offer” is defined in Section 2.4(a)

“Offer Price” is defined in Section 5.2(a)(iii).

“OLP GP” is defined in the introduction to this Agreement.

“Operating Partnership” is defined in the introduction to this Agreement.

“Original Omnibus Agreement” is defined in the recitals to this Agreement.

“Other Assets” means those assets owned by a HEP Entity that serve the Refineries and were not conveyed, contributed, or otherwise transferred, directly or indirectly by the HFC Entities to the HEP Entities, as indicated in column (a) of Exhibit D, Part 2; provided, that for the purposes of Section 3.2, Other Assets shall not include that certain 8” pipeline extending 50 miles from the White City Station that was formerly used as a refined products pipeline and that was conveyed to the HEP Entities as part of the 2004 Product Pipelines, Terminal and Related Assets.

B-8

“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P. dated as of July 13, 2004 as amended or supplemented by the following:


Agreement		Effective Date
Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P.		February 28, 2005

Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P.		July 6, 2005

Amendment No. 3 to the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P.		April 11, 2008

Limited Partial Waiver of Incentive Distribution Rights		July 12, 2012

Amendment No. 4 to the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P.		January 16, 2013

No amendment or modification to the Partnership Agreement subsequent to the date of this Agreement shall be given effect for the purposes of this Agreement unless consented to by each of the Parties.

“Party” means any one of the entities listed on the signature page to this Agreement, collectively the “Parties”.

“Permitted Assets” is defined in Section 2.2(d).

“Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization association, government agency or political subdivision thereof or other entity.

“Post-Closing Covered Environmental Losses” means, to the extent such violation, event or condition occurred after the Closing Date:

(a)

any violation or correction of violation of Environmental Laws associated with the operation of the Transferred Assets by a Person other than a HFC Entity or ownership and operation of the Transferred Assets by a Person other than a HFC Entity, or

(b)

any event or condition associated with the ownership and/or operation of the Transferred Assets by a Person other than a HFC Entity (including the presence of Hazardous Substances on, under, about or migrating to or from the Transferred Assets or the disposal or release of Hazardous Substances generated by operation of the Transferred Assets) including, the Environmental Costs;

provided, however, that nothing stated above shall make the HEP Entities responsible for any post-Closing Date negligent actions or omissions or willful misconduct by any of the HFC Entities.

B-9

“Pre-Closing Covered Environmental Losses” means, to the extent such violation, event or condition occurred before the Closing Date:

(a)

any violation or correction of violation of Environmental Laws associated with the ownership or operation of the Transferred Assets by a Person other than a HEP Entity or ownership and operation of the Transferred Assets by a Person other than a HEP Entity, or

(b)

any event or condition associated with ownership and/or operation of the Transferred Assets by a Person other than a HEP Entity (including, the presence of Hazardous Substances on, under, about or migrating to or from the Transferred Assets or the disposal or release of Hazardous Substances generated by operation of the Transferred Assets), including, the Environmental Costs.

provided, however, that nothing stated above shall make the HFC Entities responsible for any pre-Closing Date negligent actions omissions or willful misconduct by any of the HEP Entities.

“Proposed Transferee” is defined in Section 5.2(a)(i).

“Prudent Industry Practice” means such practices, methods, acts, techniques, and standards as are in effect at the time in question that are consistent with (a) the standards generally followed by the United States pipeline and terminalling industries or (b) such higher standards as may be applied or followed by the HFC Entities in the performance of similar tasks or projects, or by the HEP Entities in the performance of similar tasks or projects.

“Purchase Option Agreement” has the meaning set forth in the Asset Purchase Agreement, dated August 1, 2009, between Holly Tulsa, as the seller, and HEP Tulsa, as the buyer.

“Refinery” or “Refineries” means each of the Refinery Complexes identified in the Master Lease and Access Agreement.

“Refinery Owners” means each of the HFC Entities that own one or more of the Refineries.

“Respondent” is defined in Section 8.2(a).

“Restricted Business” or “Restricted Businesses” means the ownership or operation of crude oil pipelines or terminals, intermediate petroleum product pipelines or terminals, refined petroleum products pipelines, terminals, truck racks or crude oil gathering systems in the continental United States.

“Retained Assets” means the pipelines, terminals and other assets and investments owned by any HFC Group Member on the date of the Contribution Agreement that were not conveyed, contributed or otherwise transferred to the HEP Entities pursuant to the Contribution Agreement or otherwise.

“Roadrunner” is defined in the introduction to this Agreement.

“Roadrunner Pipeline” means 16” crude oil pipeline extending from Slaughter station in Texas to Lovington, New Mexico owned by Roadrunner.

“Roadrunner Pipeline Purchase Agreement” means that certain LLC Interest Purchase Agreement dated as of December 1, 2009 by and among Navajo Pipeline and the Operating Partnership, pursuant to which the Operating Partnership acquired, all of the outstanding limited liability company interests of Roadrunner, the entity that owns the Roadrunner Pipeline.

B-10

“ROFR Acceptance Deadline” means the First ROFR Acceptance Deadline or the Second ROFR Acceptance Deadline, as applicable, both as defined in Section 5.2(b) and (c).

“Sale Assets” is defined in Section 5.2(a)(ii).

“Second ROFR Acceptance Deadline” is defined in Section 5.2(c).

“Services and Secondment Agreement” means that certain Amended and Restated Services and Secondment Agreement dated effective as of the Effective Date, by and among Holly GP, the Operating Partnership, Cheyenne Logistics, El Dorado Logistics, El Dorado Operating, HollyFrontier Payroll Services, Inc., a Delaware corporation, Frontier Cheyenne and Frontier El Dorado.

“Sinclair” means Sinclair Tulsa Refining Company.

“Sinclair Purchase Agreement” means that certain Asset Sale and Purchase Agreement dated as of October 19, 2009, by and among Holly Tulsa, HEP Tulsa and Sinclair, pursuant to which HEP Tulsa acquired the Sinclair Transferred Assets.

“Sinclair Transferred Assets” means the HEP Tulsa Assets as defined in the Sinclair Purchase Agreement.

“Third Party” means a Person which is not (a) HEP or an Affiliate of HEP, (b) HFC or an affiliate of HFC, (c) a Person that, after the signing of this Agreement becomes a successor entity of HEP, HFC or any of their respective Affiliates. An employee of HFC or HEP shall not be deemed an Affiliate.

“Toxic Tort” means a Claim or cause of action arising from personal injury or property damage incurred by the plaintiff that is alleged to have been caused by exposure to, or contamination by, Hazardous Substances that have been released into the environment by or as a result of the actions or omissions of the defendant.

“Transfer” including the correlative terms “Transferring” or “Transferred” means any direct or indirect transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or any other disposition (whether voluntary, involuntary or by operation of law) of the Assets.

“Transferred Assets” means all of the assets conveyed, contributed, or otherwise transferred, directly or indirectly (including by transfer or sale of the entity that owns such assets or the entity that owns the interests in the entity that owns such assets) that serve the Refineries, by the HFC Entities to the HEP Entities, as indicated in column (a) of Exhibit D, Part 1; provided that for the purposes of Section 3.2, the term “Transferred Assets” shall include that certain 8” pipeline extending 50 miles from the White City Station that was formerly used as a refined products pipeline and that was conveyed to the HEP Entities as part of the 2004 Product Pipelines, Terminal and Related Assets.

“Transferred Tanks” means the tanks included in the Assets, as indicated in column (h) of Exhibit D.

“Tulsa Interconnecting Pipelines” means the Interconnecting Pipelines as defined in the Tulsa Throughput Agreement.

“Tulsa Purchase Agreement” means that certain Asset Purchase Agreement dated as of August 1, 2009, by and between Holly Tulsa and HEP Tulsa, pursuant to which Holly Tulsa transferred and conveyed to HEP Tulsa, and HEP Tulsa acquired, the Tulsa Transferred Assets.

B-11

“Tulsa Throughput Agreement” means that certain Second Amended and Restated Pipelines, Tankage and Loading Rack Throughput Agreement (Tulsa East), dated as of August 31, 2011, pursuant to which HEP Tulsa agreed to provide transportation services to Holly Tulsa with respect to the Tulsa Interconnecting Pipelines.

“Tulsa Transferred Assets” means the Transferred Assets as defined in the Tulsa Purchase Agreement.

“Twelfth Amended and Restated Omnibus Agreement” is defined in the introduction to this Agreement.

“UNEV LLC Interest Purchase Agreement” means that certain LLC Interest Purchase Agreement dated as of July 12, 2012, by and among HFC, HEP UNEV and HEP, pursuant to which HFC agreed to sell to HEP UNEV the entity that owns 75% of all of the issued and outstanding membership interests of UNEV Pipeline, LLC, the entity that owns the UNEV Pipeline.

“UNEV Pipeline” means, collectively, an approximately 400 mile, 12-inch refined products pipeline currently running from Woods Cross, Utah to Las Vegas, Nevada, related products terminals in or near Cedar City, Utah and Las Vegas, Nevada and other related assets owned by UNEV Pipeline, LLC.

“UNEV Profits Interest” means the membership interest in HEP UNEV held directly or indirectly by HFC.

“Voting Securities” means securities of any class of a Person entitling the holders thereof to vote on a regular basis in the election of members of the board of directors or other governing body of such Person.

B-12

Exhibit C

Thirteenth Amended and Restated Omnibus Agreement

Interpretation

As used in this Agreement, unless a clear contrary intention appears:

(a) any reference to the singular includes the plural and vice versa, any reference to natural persons includes legal persons and vice versa, and any reference to a gender includes the other gender;

(e) the Exhibits hereto form an integral part of this Agreement and are equally binding therewith. Any reference to “this Agreement” shall include such Exhibits;

(h) the use of “or” is not intended to be exclusive unless explicitly indicated otherwise;

(i) references to “$” or to “dollars” shall mean the lawful currency of the United States of America; and

(j) the words “includes,” “including,” or any derivation thereof shall mean “including without limitation” or “including, but not limited to.”

C-1

Exhibit D

Thirteenth Amended and Restated Omnibus Agreement

Asset Indemnification Summary

Part 1: Transferred Assets:

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

TRANSFERRED
ASSET AND
CLOSING DATE

HFC

ENVIRONMENTAL

(Expiration Date)

HEP
ENVIRONMENTAL

RIGHT-OF-WAY

ADDITIONAL
INDEMNITIES

OPERATIONAL

INDEMNITY

RIGHT OF

FIRST
REFUSAL

INCLUDES
TRANSFERRED
TANKS

Indemnity from HFC to HEP for Pre-Closing Covered Environmental Losses under Section 3.2(a) / Aggregate cap on HFC environmental indemnity in Section 3.1(b)

(expiration date of indemnity)

Indemnity from HEP to HFC for Post-Closing Covered Environmental Losses under Section 3.4(a)

Right-of-Way Indemnity under Sections 3.2(a)(iii) and 3.2(a)(iv)

(expiration date of indemnity)

Additional Indemnities under Section 3.2(a)(vi) (expiration date of indemnity)¹

Additional Indemnities under Section 3.5

Right of First Refusal under Article V

2004 Product Pipelines, Terminal and Related Assets

(July 13, 2004)

$15,000,000

(July 13, 2014)

(July 13, 2009)

8” and 10” Lovington/Artesia Intermediate Pipelines

(June 1, 2009)

$2,500,000

(June 1, 2019)

(June 1, 2014)

¹	Notification of Claim must be provided prior to date noted.

D-1

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

TRANSFERRED
ASSET AND
CLOSING DATE

HFC
ENVIRONMENTAL

(Expiration Date)

HEP
ENVIRONMENTAL

RIGHT-OF-WAY

ADDITIONAL
INDEMNITIES

OPERATIONAL

INDEMNITY

RIGHT OF

FIRST
REFUSAL

INCLUDES
TRANSFERRED
TANKS

2008 Crude Pipelines, Tanks and Related Assets

(March 1, 2008)

$7,500,000

(March 1, 2023)

(March 1, 2013)

Yes

16” Lovington/Artesia Intermediate Pipeline

(June 1, 2009)

None

(June 1, 2019)

(June 1, 2014)

Tulsa Transferred Assets

(August 1, 2009)

None

None ²

Beeson Pipeline

(December 1, 2009)

None

(December 1, 2019)

(December 1, 2014)

Roadrunner Pipeline

(December 1, 2009)

None

(December 1, 2019)

(December 1, 2014)

Additional Lovington Assets

(March 31, 2010)

$15,000,000

(March 31, 2020)

(March 31, 2015)

Additional Tulsa East Assets

(March 31, 2010)

unlimited
(no expiration)

None

²	Right of first refusal granted to an Affiliate of HFC with respect to the Tulsa Transferred Assets is contained in the Purchase Option Agreement.

D-2

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

TRANSFERRED
ASSET AND
CLOSING DATE

HFC
ENVIRONMENTAL

(Expiration Date)

HEP
ENVIRONMENTAL

RIGHT-OF-WAY

ADDITIONAL
INDEMNITIES

OPERATIONAL

INDEMNITY

RIGHT OF

FIRST
REFUSAL

INCLUDES
TRANSFERRED
TANKS

Sinclair Transferred Assets

(October 19, 2009)

None

Yes

Tulsa Interconnecting Pipelines

(August 31, 2011)

None

(August 31, 2021)

(August 31, 2016)

Cheyenne Assets

(November 1, 2011)

$15,000,000

(November 1, 2021)

(November 1, 2016)

Yes

El Dorado Assets

(November 1, 2011)

$15,000,000
(November 1, 2021)

(November 1, 2021)

(November 1, 2016)

Yes

UNEV Pipeline

(July 12, 2012)

None

(July 12, 2022)

(July 12, 2017)

None ³

El Dorado Refinery Assets

(November 1, 2015)

$15,000,000

(November 1, 2025)

(November 1, 2020)

³	However, the right of first refusal includes the equity interests of UNEV Pipeline, LLC then owned directly or indirectly by the HEP Entities.

D-3

Part 2: Other Assets:

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

OTHER ASSET AND
CLOSING DATE

HFC ENVIRONMENTAL

(Expiration Date)

HEP
ENVIRONMENTAL

RIGHT-OF-WAY

ADDITIONAL
INDEMNITIES

OPERATIONAL

INDEMNITY

RIGHT OF

FIRST
REFUSAL

INCLUDES
TRANSFERRED
TANKS

Indemnity from HFC to HEP for Pre-Closing Covered Environmental Losses under Section 3.2(a) / Aggregate cap on HFC environmental indemnity in Section 3.1(b)

(expiration date of indemnity)

Indemnity from HEP to HFC for Post-Closing Covered Environmental Losses under Section 3.4(a)

Right-of-Way Indemnity under Sections 3.2(a)(iii) and 3.2(a)(iv)

(expiration date of indemnity)

Additional Indemnities under Section 3.2(a)(vi)(A) (expiration date of indemnity)¹

Additional Indemnities under Section 3.5

Right of First Refusal under Article V

Malaga Pipeline System

(July 16, 2013, as amended by that certain Amended and Restated Transportation Services Agreement dated September 26, 2014)

None ⁴

None

El Dorado New Tank (Tank 647)

(January 7, 2014)

None

(January 7, 2024)

None

Artesia Railyard Facility (November 1, 2014)

None

El Dorado Terminal

(March 6, 2015)

None

Beeson to Lovington System Expansion (March 12, 2015)

None

Artesia Blending Facility

(March 12, 2015)

None

(March 12, 2025)

None

Cheyenne New Tank (Tank 117)

(December 4, 2014)

None

(December 4, 2029)

None

El Dorado New Tank (Tank 643)

(February 4, 2014)

None

(February 4, 2029)

None

⁴	However, Section 3.1(a) covers the 8” pipeline extending 50 miles from White City Station that was formerly used as a refined products pipeline that was conveyed to HEP as part of the 2004 Product Pipelines, Terminal and Related Assets.

D-4

Exhibit E

Thirteenth Amended and Restated Omnibus Agreement

Administrative Fee


	Amount of Annual Administrative Fee
Years beginning July 13, 2004 through June 30, 2007	$	2,000,000
Years beginning July 1, 2007 through February 29, 2008	$	2,100,000
Years beginning from and after March 1, 2008 through December 1, 2014	$	2,300,000
Years beginning January 1, 2015	$	2,380,500

General and Administrative Services

(1)

executive services

(2)

finance, including treasury, and administration services

(3)

information technology services

(4)

legal services

(5)

corporate health, safety and environmental services

(6)

human resources services

(7)

procurement

E-1

Exhibit 10.5

Execution Version

AMENDED AND RESTATED

SERVICES AND SECONDMENT AGREEMENT

Effective November 1, 2015

TABLE OF CONTENTS


ARTICLE I DEFINED TERMS		1

SECTION 1.01	DEFINED TERMS	1
SECTION 1.02	TERMS GENERALLY	2

ARTICLE II SERVICES		2

SECTION 2.01	HEP SECONDED EMPLOYEES	2
SECTION 2.02	PERSONNEL AND SECONDMENT	2
SECTION 2.03	TERMINATION OF SECONDMENT	2
SECTION 2.04	SUPERVISION	3
SECTION 2.05	BENEFIT PLANS	3

ARTICLE III FINANCIAL ACCOUNTING AND BILLING PRACTICES		3

SECTION 3.01	ACCOUNTING	3
SECTION 3.02	COMPENSATION	4
SECTION 3.03	BILLING PRACTICES	4
SECTION 3.04	RECORDS AND AUDIT RIGHTS	4
SECTION 3.05	NOTIFICATION OF SECONDMENT	4

ARTICLE IV SAFETY AND COMPLIANCE WITH LAWS		5

ARTICLE V RELATIONSHIP OF THE PARTIES		5

ARTICLE VI LIABILITY STANDARD AND INDEMNIFICATION		5

SECTION 6.01	LIMITATION OF LIABILITY; INDEMNIFICATION	5
SECTION 6.02	SURVIVAL	5

ARTICLE VII INSURANCE		6

SECTION 7.01	INSURANCE	6
SECTION 7.02	COST REIMBURSEMENT	6
SECTION 7.03	REQUIRED CONTRACTOR COVERAGE	6

ARTICLE VIII TERM AND TERMINATION		6

SECTION 8.01	TERM	6
SECTION 8.02	TERMINATION BY THE PARTNERSHIP GROUP	7
SECTION 8.03	TERMINATION BY THE HOLLYFRONTIER PARTIES	7
SECTION 8.04	RIGHT OF TERMINATION BY EITHER PARTY	7
SECTION 8.05	EFFECT OF TERMINATION	7

ARTICLE IX NOTICES		7

ARTICLE X APPLICABLE LAW		7

ARTICLE XI DISPUTES BETWEEN THE PARTIES		8

SECTION 11.01	DISPUTE RESOLUTION	8
SECTION 11.02	PERFORMANCE DURING DISPUTES	8

ARTICLE XII GENERAL PROVISIONS		8

SECTION 12.01	ASSIGNABILITY	8
SECTION 12.02	FURTHER ASSURANCES	8


SECTION 12.03	COMPLIANCE WITH LAWS	8
SECTION 12.04	SEVERABILITY	8
SECTION 12.05	WAIVER	8
SECTION 12.06	ENTIRE AGREEMENT	8
SECTION 12.07	AMENDMENT	8
SECTION 12.08	COUNTERPARTS	9
SECTION 12.09	CONSTRUCTION	9
SECTION 12.10	HEADINGS	9
SECTION 12.11	EXHIBITS	9
SECTION 12.12	BINDING EFFECT	9
SECTION 12.13	COOPERATION	9
SECTION 12.14	NO THIRD PARTY BENEFICIARIES	9

EXHIBITS

Exhibit A – Defined Terms

Exhibit B – Interpretation

Exhibit C – Services

Exhibit D – Accounting Procedures

Exhibit E-1 – Seconded Employee Positions – El Dorado

Exhibit E-2 – Seconded Employee Positions – Cheyenne

AMENDED AND RESTATED

SERVICES AND SECONDMENT AGREEMENT

This AMENDED AND RESTATED SERVICES AND SECONDMENT AGREEMENT (this “Agreement”) is made and entered into on November 2, 2015 and effective as of the 1st day of November, 2015, by and between HOLLY LOGISTIC SERVICES, L.L.C., a Delaware limited liability company (“Holly GP”), HOLLY ENERGY PARTNERS – OPERATING, L.P., a Delaware limited partnership (“Partnership”), CHEYENNE LOGISTICS LLC, a Delaware limited liability company (“Cheyenne Logistics”), EL DORADO LOGISTICS LLC, a Delaware limited liability company (“El Dorado Logistics”), EL DORADO OPERATING LLC, a Delaware limited liability company (“El Dorado Operating” and, together with Holly GP, Partnership, Cheyenne Logistics and El Dorado Logistics, the “Partnership Group”), HOLLYFRONTIER PAYROLL SERVICES, INC., a Delaware corporation (“HPS”), FRONTIER REFINING LLC, a Delaware limited liability company (“Frontier Refining”), and FRONTIER EL DORADO REFINING LLC, a Delaware limited liability company (“Frontier El Dorado” and, together with HPS and Frontier Refining, the “HollyFrontier Group”).

W I T N E S S E T H:

WHEREAS, Holly GP, as the general partner of the general partner of Holly Energy Partners, L.P., a Delaware limited partnership (“HEP”), manages HEP, and HEP and its subsidiaries (together with Holly GP, the “HEP Entities”) own or operate petroleum product and crude pipelines and terminal, tankage and loading rack facilities;

WHEREAS, the Partnership Group Members have agreed to provide terminalling, transportation and storage services to Frontier Refining and Frontier El Dorado pursuant to a certain Master Throughput Agreement and refinery processing services pursuant to a certain Master Tolling Agreement;

WHEREAS, the HollyFrontier Group Members have experience and expertise in the maintenance and operation of certain processing, refining, terminalling, transportation and storage assets and the environmental reporting related thereto and can provide or make available to the Partnership Group, personnel, and other resources necessary to perform maintenance, operations and management functions with respect to assets that are owned or leased (in whole or in part) by any Partnership Group Member, or with respect to which any Partnership Group Member has the right or obligation to operate and/or maintain; and

WHEREAS, the Partnership Group and the HollyFrontier Group desire that the HollyFrontier Group provide maintenance, operations and management resources to the Partnership Group in accordance with the terms and conditions of this Agreement, and in connection therewith, that the HollyFrontier Group second certain of their personnel to the Partnership Group.

NOW, THEREFORE, for and in consideration of the foregoing, the covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Partnership Group and the HollyFrontier Group, the Partnership Group and the HollyFrontier Group hereby agree as follows:

ARTICLE I

Defined Terms

Section 1.01 Defined Terms. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth on Exhibit A.

Section 1.02 Terms Generally. Matters relating to the interpretation of this Agreement are set forth on Exhibit B.

ARTICLE II

Services

Section 2.01 HEP Seconded Employees. Subject to the terms and conditions of this Agreement, the HollyFrontier Group agrees to second certain of its employees to the Partnership Group, and the Partnership Group agrees to accept the secondment of such employees (the “Secondment”) for the purposes of performing operational, maintenance and management activities related to the Assets that are described on Exhibit C and such other services related to the Assets as the Parties may agree upon in writing from time to time (collectively, the “Services”). Each such employee who the HollyFrontier Group seconds to the Partnership Group shall, during the period (and only during the period) that such employee is providing Services to the Partnership Group under this Agreement (the “Period of Secondment”), be referred to individually herein as an “HEP Seconded Employee” and, collectively, as the “HEP Seconded Employees.” For the avoidance of doubt, the Parties acknowledge that the HEP Seconded Employees will, during the Period of Secondment, be called upon to perform Services for both the applicable Partnership Group Members and the applicable HollyFrontier Group Members, and the Parties intend that such HEP Seconded Employees shall only be seconded to the Partnership Group during those times the HEP Seconded Employees are performing services for the Partnership Group hereunder.

Section 2.02 Personnel and Secondment.

(a) The HollyFrontier Group will provide, or cause to be provided, to the Partnership Group such suitably qualified and experienced HEP Seconded Employees and such other Persons (including consultants and professionals, and service or other organizations) as the HollyFrontier Group is reasonably able to make available to the Partnership Group. The Partnership Group will have the right to approve such HEP Seconded Employees and such other Persons. The HollyFrontier Group does not warrant that the HEP Seconded Employees will permit the Partnership Group to achieve any specific results. Subject to the HollyFrontier Group’s right to be reimbursed for such expenses in accordance with the Accounting Procedures, each HollyFrontier Group Member shall pay all expenses incurred by it in connection with the retention of the HEP Seconded Employees and such other Persons, including, but not limited to, the HEP Seconded Employee Expenses, as defined in Exhibit D. Any such HEP Seconded Employees and other Persons retained by any HollyFrontier Group Member may include employees covered by a collective bargaining agreement, in which case the Secondment will be subject to the terms and conditions of any such agreement. The HollyFrontier Group shall have the sole and exclusive right to negotiate the terms and conditions of any labor or other agreements with the unions to which such employees belong.

(b) The HEP Seconded Employees will remain at all times employees of the applicable HollyFrontier Group Member, but, will, at all times during the Period of Secondment, work under the direct management, supervision, direction and control of the applicable Partnership Group Member. HEP Seconded Employees shall have no authority or apparent authority to act on behalf of the HollyFrontier Group during the Period of Secondment.

Section 2.03 Termination of Secondment. The applicable HollyFrontier Group Members retain the right to terminate the Secondment of any HEP Seconded Employee for any reason at any time or to hire, discipline or discharge the HEP Seconded Employees with respect to their employment with the HollyFrontier Group. The applicable Partnership Group Member will have the right to terminate the secondment to it of any HEP Seconded Employee for any reason at any time, upon prior written notice to

the HollyFrontier Group, but at no time will the Partnership Group have the right to terminate any HEP Seconded Employee’s employment by the HollyFrontier Group. Upon the termination of the Secondment of any HEP Seconded Employee, such HEP Seconded Employee will cease performing Services for the Partnership Group and will no longer be subject to the direction by the Partnership Group of the HEP Seconded Employee’s day-to-day activities.

Section 2.04 Supervision.

(a) During the Period of Secondment, the Partnership Group shall be ultimately and fully responsible for the daily work assignments of the HEP Seconded Employees during those times that the HEP Seconded Employees are performing services for the Partnership Group hereunder, including supervision of their day-to-day work activities and performance consistent with the job functions associated with the Services. In the course and scope of performing any HEP Seconded Employee’s job functions for the Partnership Group, the HEP Seconded Employee, will report into the Partnership Group’s management structure, and will be under the direct management, supervision, direction and control of the applicable Partnership Group Member with respect to such HEP Seconded Employee’s day-to-day activities.

(b) Those active employees whose titles reflect that they serve as supervisors or managers and who are called upon to oversee the work of HEP Seconded Employees related to the Assets or to provide management support on behalf of the Partnership Group are designated by the Partnership Group as supervisors to act on the behalf of the Partnership Group in supervising the HEP Seconded Employees pursuant to Section 2.04(a) above. Any HEP Seconded Employee so designated will be acting on the behalf of the Partnership Group when supervising the work of the HEP Seconded Employees or when they are otherwise providing management or executive support on behalf of the Partnership Group.

(c) Holly GP shall at all times be ultimately and fully responsible for the daily work assignments of persons employed by Frontier El Dorado and Frontier Refining (and HPS as agent for Frontier El Dorado and Frontier Refining under Section 3504 of the Internal Revenue Code) dedicated to performing services on behalf of the HEP Entities, including supervision of their day-to-day work activities and performance. In the course and scope of performing any HEP Seconded Employee’s job functions for the HEP Entities, the HEP Seconded Employee will be integrated into the organization of the HEP Entities, will report into the HEP Entities’ management structure, and will be under the direct management, supervision, direction and control of the applicable HEP Entity with respect to such HEP Employee’s day-to-day activities. The positions in the HEP Entities to be filled by HEP Seconded Employees are set forth on Exhibit E-1 and Exhibit E-2.

Section 2.05 Benefit Plans. The Partnership Group shall not be a participating employer in any benefit plan of any HollyFrontier Group Member. The HollyFrontier Group shall remain solely responsible for all obligations and liabilities arising with respect to any benefit plans relating to any HEP Seconded Employees and the Partnership Group shall not assume any benefit plan or have any obligations or liabilities arising thereunder, in each case except for costs properly chargeable to the Partnership Group.

ARTICLE III

Financial Accounting and Billing Practices

Section 3.01 Accounting. Each HollyFrontier Group Member shall keep a full and complete account of all costs and expenses incurred by it with respect to the HEP Seconded Employees in connection with the performance and provision of the Services hereunder in the manner set forth on Exhibit D hereto (the “Accounting Procedures”).

Section 3.02 Compensation. Each HollyFrontier Group Member shall be fully reimbursed by the applicable Partnership Group Member for all necessary and reasonable costs and expenses incurred by such HollyFrontier Group Member with respect to the HEP Seconded Employees in connection with the provision of the Services to the Partnership Group at the rates and in the manner set forth in the Accounting Procedures. It is understood that the Partnership Group shall be liable for HEP Seconded Employee Expenses to the extent, and only to the extent, they are attributable to the Period of Secondment.

Section 3.03 Billing Practices. The Partnership Group shall pay, and the HollyFrontier Group shall receive, as full and complete compensation with respect to the HEP Seconded Employees in connection with the performance of the Services hereunder, the sum of the amounts becoming due as described in the Accounting Procedures. For each calendar month during the Period of Secondment, payment by the applicable Partnership Group Member shall be made no later than the tenth Business Day of the immediately following calendar month. As long as the HollyFrontier Group Members are Affiliates of the Partnership Group Members, the HollyFrontier Group and the Partnership Group may settle the Partnership Group’s financial obligations to the HollyFrontier Group through the HollyFrontier Group’s normal intercompany settlement processes.

Section 3.04 Records and Audit Rights. The HollyFrontier Group shall maintain a true and correct set of records pertaining to the HEP Seconded Employees and all activities relating to the performance of the HollyFrontier Group hereunder and all transactions related thereto. The HollyFrontier Group further agrees to retain all such records for a period of time not less than two (2) years following the end of the calendar year in which the applicable Services were performed. The Partnership Group, or its authorized representative or representatives, shall have the right during any HollyFrontier Group Member’s normal business hours to audit, copy and inspect, at the Partnership Group Member’s sole cost and expense, any and all records of such HollyFrontier Group Member relating to its performance of its obligations hereunder (but not any other books and records of such HollyFrontier Group Member). Audits shall not be commenced more than once by the Partnership Group during each calendar year and shall be completed within a reasonable time frame not to exceed ten (10) days. The Partnership Group may request information from the HollyFrontier Group’s books and records relating to the HollyFrontier Group’s obligations hereunder from time to time and such requests shall not constitute an audit for that calendar year. The Partnership Group shall have two (2) years after the end of a calendar year during which to conduct an audit of any HollyFrontier Group Member’s books and records for such calendar year, and any Claim arising out of or based in whole or in part on the information produced or obtained by the performance of any such audit must be made, if at all, within such two (2) year period or shall be deemed waived.

Section 3.05 Notification of Secondment. At least annually, Holly GP shall notify the HEP Seconded Employees of their respective duties and obligations as HEP Seconded Employees, including but not limited to, (i) when working on assets of the HEP Entities, HEP Seconded Employees should only take direction from HEP employees or HEP Seconded Employees; (ii) questions regarding operations, tasks and similar matters while working on assets of the HEP Entities should only be directed to HEP employees or HEP Seconded Employees; (iii) decisions regarding flows into a tank should only be made while performing services for the HEP Entities; (iv) documentation required at the time working on assets of the HEP Entities should be prepared in the name of the applicable HEP Entity; (v) performance evaluation for the HEP Seconded Employees will be completed in part by the HEP Entities and in part by the HollyFrontier Group.

ARTICLE IV

Safety and Compliance with Laws

The Parties will abide by, at a minimum, the safety requirements promulgated by the Parties from time to time with respect to the HEP Seconded Employees, the Services and the Assets and in compliance with Applicable Laws and any applicable collective bargaining agreement. Without limiting the foregoing, the parties agree that the Partnership Group and the HollyFrontier Group jointly shall develop, adopt, and enforce a written workplace and accident plan and injury reduction program that satisfies the requirements of Applicable Law and Prudent Industry Practice and post the workplace accident and injury reduction plan at each work site at which the HEP Seconded Employees perform work. The Partnership Group shall be responsible, during any Period of Secondment, for ensuring that all applicable federal, state and local laws prohibiting harassment, discrimination or retaliation in the workplace are adhered to and followed with respect to any HEP Seconded Employee. The Parties agree to disclose, and cooperate in the investigation of, any complaint of harassment, discrimination or retaliation made to either Party by an HEP Seconded Employee in connection with any Secondment.

ARTICLE V

Relationship of the Parties

This Agreement shall not in any manner limit the Parties in carrying on their respective separate businesses or operations or impose upon any Party a fiduciary duty vis-à-vis the other Party. Nothing in this Agreement and no actions taken by the HollyFrontier Group or the Partnership Group shall constitute a partnership, joint venture, association or other co-operative entity among the HollyFrontier Group and the Partnership Group. No Party shall have the right or authority to negotiate, conclude or execute any contract or legal document with any third person in the name of other Party; to assume, create, or incur any liability of any kind, express or implied, against or in the name of any of the other Party; or to otherwise act as the representative of the other Party, unless expressly authorized in writing by the other Party.

ARTICLE VI

Liability Standard and Indemnification

Section 6.01 Limitation of Liability; Indemnification. The Parties acknowledge and agree that the provisions relating to Force Majeure, indemnity and limitation of liability set forth in the Omnibus Agreement shall apply and be in full force and effect with respect to this Agreement. Notwithstanding anything in this Agreement or the Omnibus Agreement to the contrary and solely for the purpose of determining which of the HollyFrontier Group Members or Partnership Group Members shall be liable in a particular circumstance, neither a HollyFrontier Group Member nor a Partnership Group Member shall be liable to another Party for any loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred (collectively, “Damages”) by such Party except to the extent provided for in the Omnibus Agreement and to the extent that the HollyFrontier Group Member or Partnership Group Member causes such Damages or owns or operates the assets or other property in question responsible for causing such Damages. In no event shall any HollyFrontier Group Member have any liability to another HollyFrontier Group Member, or shall any Partnership Group Member have any liability to another Partnership Group Member, for Damages, regardless of how caused or under any theory of recovery.

Section 6.02 Survival. The provisions of this Article VI shall survive the termination of this Agreement.

ARTICLE VII

Insurance

Section 7.01 Insurance.

(a) The HollyFrontier Group shall at all times during the term of this Agreement procure and maintain workers’ compensation insurance or similar insurance, including all such insurance as may be required by all Applicable Laws. The HollyFrontier Group shall at all times during the term of this Agreement cause each Partnership Group Member and their respective subsidiaries to be an additional named insured on such workers’ compensation or similar insurance policies; provided that the Partnership Group shall be considered an employer solely for the purposes of its status as a dual, joint- or co-employer under the relevant workers’ compensation regime. Each HollyFrontier Group Member shall cause its workers’ compensation and employers liability insurers to waive their rights of subrogation against the Partnership Group. The compensation paid by any Partnership Group Member to the HollyFrontier Group includes amounts intended for the purchase of the workers compensation coverage required by this paragraph. The HollyFrontier Group shall provide to each Partnership Group Member a certification or other evidence of its compliance with this paragraph.

(b) The HollyFrontier Group may elect to self-insure all or any part of the insurance requirements set forth in Section 7.01(a) above to the extent allowed by Applicable Law. If the HollyFrontier Group elects to self-insure, then the HollyFrontier Group shall respond to any insurance claim, with regard to waiving rights of subrogation against the Partnership Group, in the same manner as a commercial market insurance policy that waived subrogation rights against the Partnership Group would have responded to such insurance claim.

Section 7.02 Cost Reimbursement. Insurance as required in Section 7.01 hereof shall be a reimbursable cost pursuant to the Accounting Procedures.

Section 7.03 Required Contractor Coverage. The HollyFrontier Group shall require all contractors and subcontractors employed by them in performing and/or providing Services hereunder to procure and maintain: (i) workers’ compensation insurance or similar insurance, including all such insurance as may be required by Applicable Laws; (ii) employers’ liability insurance; (iii) commercial general liability insurance; and (iv) any other insurance that may be necessary or advisable, in each case, in amounts and with such terms as are reasonable and consistent with industry practice and as may be specified in writing by the Partnership Group. Further, the HollyFrontier Group shall require such contractors and subcontractors to cause their workers’ compensation and employers’ liability insurance insurers to waive their rights of subrogation against the Partnership Group, and to name the Partnership Group as an additional insured under any commercial general liability and or other appropriate insurance policies carried by such contractors and subcontractors.

ARTICLE VIII

Term and Termination

Section 8.01 Term. Unless terminated in accordance with Section 8.02, Section 8.03 or Section 8.04 below, this Agreement shall commence on the date hereof and continue until the earlier of (a) the mutual agreement of the Parties to terminate this Agreement or (b) the termination of the Omnibus Agreement. In addition, the applicable Parties may terminate specific Services provided under this Agreement in the event the Throughput Agreement or Tolling Agreement related to the Assets for which such Services are performed or provided is terminated in accordance with its terms.

Section 8.02 Termination by the Partnership Group. The applicable Partnership Group Member shall have the right to terminate this Agreement immediately upon the Bankruptcy of the applicable HollyFrontier Group Member; provided that such Partnership Group Member shall deliver to such HollyFrontier Group Member notice of any such termination, which shall include a reasonably detailed description of the basis therefor. Any specific Service may be terminated by a Partnership Group Member in accordance with Section 3.05 or upon thirty (30) days’ prior written notice to the applicable HollyFrontier Group Member.

Section 8.03 Termination by the HollyFrontier Parties. The applicable HollyFrontier Group Member shall have the right to terminate this Agreement or any Services provided hereunder: (i) immediately upon the Bankruptcy of the applicable Partnership Group Member or (ii) on thirty (30) days’ prior written notice upon the occurrence of a Change of Control of the applicable Partnership Group Member. Notwithstanding the foregoing, if the Partnership ceases to Control, directly or indirectly, any Partnership Group Member, then the HollyFrontier Group shall have the right to terminate this Agreement with respect to any Services provided to such Partnership Group Member.

Section 8.04 Right of Termination by Either Party. Any Party may terminate this Agreement upon prior written notice to the other Party if the other Party is in Material Default of any of its obligations under this Agreement; and

(a) the non-defaulting Party gives prior written notice of such Material Default to the defaulting Party, which notice shall set forth in reasonable detail the facts and circumstances of such Material Default; and

(b) the defaulting Party fails to cure the Material Default within twenty (20) Business Days from receipt by the defaulting Party of the written notice.

Section 8.05 Effect of Termination. The termination of this Agreement shall not relieve any Party of its obligations to pay amounts of money due hereunder which accrued prior to such termination. Upon termination, the applicable HollyFrontier Group Member shall promptly make available for review and copying by the applicable Partnership Group Member its then existing books and records relating to the Assets.

ARTICLE IX

Notices

Any notice or other communication given under this Agreement shall be in writing and shall be delivered in accordance with the requirements for notices set forth in the Omnibus Agreement.

ARTICLE X

Applicable Law

REGARDLESS OF THE PLACE OF CONTRACTING, PLACE(S) OF PERFORMANCE, OR OTHERWISE, THE PROVISIONS OF THIS AGREEMENT AND ALL AMENDMENTS, MODIFICATIONS, ALTERATIONS OR SUPPLEMENTS HERETO SHALL BE GOVERNED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WHERE THE SERVICES ARE PERFORMED, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW OR ANY OTHER PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR INTERPRETATION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

ARTICLE XI

Disputes Between the Parties

Section 11.01 Dispute Resolution. Subject to Article VIII, any Dispute arising out of or in connection with this Agreement, including any question regarding the existence, validity or termination of this Agreement, shall be exclusively resolved in accordance with Article VIII of the Omnibus Agreement.

Section 11.02 Performance During Disputes. Pending resolution of any Dispute between the Parties, the Parties shall continue to perform in good faith their respective obligations under this Agreement based upon the last agreed performance demonstrated prior to the Dispute.

ARTICLE XII

General Provisions

Section 12.01 Assignability. This Agreement shall inure to the benefit of and shall be binding upon the Parties and their respective successors and assigns; provided, however, that neither this Agreement nor any of the rights, benefits or obligations hereunder shall be assigned, by operation of applicable law or otherwise, by any Party without the prior written consent of the other Parties, which consent shall not be unreasonably withheld; provided, however that each Party may assign its rights and obligations hereunder to an Affiliate without the consent of any other Party. Except as provided for herein, nothing in this Agreement is intended to confer any rights, benefits or obligations upon any Person other than the Parties and their permitted respective successors and assigns.

Section 12.02 Further Assurances. The Parties shall execute such additional documents and shall cause such additional actions to be taken as may be required or, in the judgment of any Party, be necessary or desirable, to effect or evidence the provisions of this Agreement and the transactions contemplated hereby.

Section 12.03 Compliance with Laws. This Agreement is in all respects subject to all Applicable Laws. The Parties shall at all times comply with all Applicable Laws in the performance of this Agreement.

Section 12.04 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Applicable Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party hereto. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 12.05 Waiver. To be effective, any waiver of any right under this Agreement must be in writing and signed by a duly authorized officer or representative of the Party bound thereby.

Section 12.06 Entire Agreement. This Agreement, together with all the Exhibits attached hereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof as applicable to such Party and supersedes all prior agreements and undertakings, both written and oral, between any of the Parties with respect to the subject matter hereof.

Section 12.07 Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, each of the Parties hereto.

Section 12.08 Counterparts. This Agreement may be executed in one or more counterparts, and by the Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Section 12.09 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring a Party by virtue of the authorship of any of the provisions of this Agreement.

Section 12.10 Headings. The Article and Section headings used in this Agreement have been inserted only for convenience to facilitate reference and they shall not be determinative in construing the meaning, interpretation or application of any Article or Section.

Section 12.11 Exhibits. The Exhibits referred to herein are attached hereto and by this reference are incorporated herein and made a part hereof. In the event there is any conflict between this Agreement and an Exhibit, the provisions of this Agreement shall be deemed controlling.

Section 12.12 Binding Effect. This Agreement will be binding upon, and will inure to the benefit of, the Parties and their respective successors, permitted assigns and legal representatives.

Section 12.13 Cooperation. The Parties acknowledge that they are entering into a long-term arrangement in which the cooperation of the parties will be required. If, during the term of this Agreement, changes in the operations, facilities or methods of any HollyFrontier Group Member or any Partnership Group Member will materially benefit one of them without detriment to the other, the Parties commit to each other to make reasonable efforts to cooperate and assist each other.

Section 12.14 No Third Party Beneficiaries. No Person not a Party to this Agreement will have any rights under this Agreement as a third party beneficiary or otherwise, including, without limitation, any HEP Seconded Employee. In furtherance but not in limitation of the foregoing: (i) nothing in this Agreement shall be deemed to provide any HEP Seconded Employee with a right to continued Secondment or employment; and (ii) nothing in this Agreement shall be deemed to constitute an amendment to any benefit plan or limit in any way the right of the Parties to amend, modify or terminate, in whole or in part, any benefit plan which may be in effect from time to time.

[Signature page follows.]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their duly authorized officers as of the date first set forth above.


HOLLYFRONTIER GROUP:

HOLLYFRONTIER PAYROLL SERVICES, INC.
FRONTIER REFINING LLC
FRONTIER EL DORADO REFINING LLC

By:		/s/ Douglas S. Aron
Name:		Douglas S. Aron
Title:		Executive Vice President and Chief Financial Officer

PARTNERSHIP GROUP:

HOLLY LOGISTIC SERVICES, L.L.C.
HOLLY ENERGY PARTNERS – OPERATING, L.P.
CHEYENNE LOGISTICS LLC
EL DORADO LOGISTICS LLC
EL DORADO OPERATING LLC

By:		/s/ Richard L. Voliva III
Name:		Richard L. Voliva III
Title:		Vice President and Chief Financial Officer

Exhibit A

Amended and Restated Services and Secondment Agreement

Defined Terms

“Accounting Procedures” has the meaning set forth in Section 3.01.

“Affiliate” has the meaning set forth in the Partnership Agreement.

“Agreement” has the meaning set forth in the Preamble.

“Allocation Methodology” has the meaning set forth in Exhibit D.

“Applicable Law” means any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement, or other governmental restriction or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued under any of the foregoing by, or any determination by any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including, without limitation, all of the terms and provisions of the common law of such Governmental Authority), as interpreted and enforced at the time in question.

“Assets” means the Cheyenne Assets and the El Dorado Assets, collectively, and such assets as are identified on Exhibit C, as amended from time to time.

“Bankruptcy” means, with respect to any Person, that: (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar applicable law, or has any such petition filed or commenced against it which is not withdrawn or dismissed within thirty (30) Days, (ii) makes a general assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced) or (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets which is not withdrawn or dismissed within thirty (30) Days.

“Business Day” means any day except for Saturday, Sunday or a legal holiday in the State of Texas.

“Change of Control” has the meaning set forth in the Omnibus Agreement.

“Cheyenne Assets” means the terminalling, transportation and storage assets located at the Cheyenne Refinery and identified on Exhibit C.

“Cheyenne Logistics” has the meaning set forth in the Preamble.

“Cheyenne Refinery” means that certain petroleum refinery owned by Frontier Refining in Cheyenne, Wyoming.

A-1

criminal, investigative or administrative), known or unknown, under any theory, including those based on theories of contract, tort, statutory liability, strict liability, employer liability, premises liability, products liability, breach of warranty or malpractice.

“Control” has the meaning set forth in the Omnibus Agreement.

“Damages” has the meaning set forth in Section 6.01.

“El Dorado Assets” means the processing, refining, terminalling, transportation and storage assets located at the El Dorado Refinery and identified on Exhibit C.

“El Dorado Logistics” has the meaning set forth in the Preamble.

“El Dorado Operating” has the meaning set forth in the Preamble.

“El Dorado Refinery” means that certain petroleum refinery owned by Frontier El Dorado in El Dorado, Kansas.

“Force Majeure” has the meaning set forth in the Omnibus Agreement.

“Frontier El Dorado” has the meaning set forth in the Preamble.

“Frontier Refining” has the meaning set forth in the Preamble.

“GAAP” means United States generally accepted accounting principles.

“HEP” has the meaning set forth in the Recitals.

“HEP Entity” has the meaning set forth in the Recitals.

“HEP Seconded Employee Expenses” has the meaning set forth in Exhibit D.

“HEP Seconded Employees” has the meaning set forth in Section 2.01.

“HollyFrontier Group” has the meaning set forth in the Preamble.

“HollyFrontier Group Member” means any member of the HollyFrontier Group.

“Holly GP” has the meaning set forth in the Preamble.

“HPS” has the meaning set forth in the Preamble.

A-2

“Master Site Services Agreement” means that certain Master Site Services Agreement dated as of the date hereof between the HollyFrontier Group, and certain of their Affiliates, and Cheyenne Logistics and El Dorado Logistics and certain of their Affiliates.

“Material Default” means: (i) the failure of a Party to pay the applicable Party any money payable by that Party within ten (10) Business Days after demand therefor, except a failure related to a bona fide business dispute about the amount of such payment or the liability for such payment, or (ii) the failure of a Party to perform its material obligations under this Agreement, which is not cured to the reasonable satisfaction of the applicable other Party within thirty (30) days after the date the Party receives notice that such obligation has not been performed, except when excused by Force Majeure or by some other provision of this Agreement, and except a failure related to a bona fide dispute about any obligation.

“Omnibus Agreement” shall mean the Thirteenth Amended and Restated Omnibus Agreement, dated as of the date hereof, as may be further amended from time to time, by and among HollyFrontier Corporation, a Delaware corporation, the other Holly Entities (as defined in the Omnibus Agreement and listed on the signature pages thereto), Holly Energy Partners, L.P., a Delaware limited partnership, and the other Partnership Entities (as defined in the Omnibus Agreement and listed on the signature pages thereto), as the same may be amended, modified or supplemented from time to time.

“Parties” means the Partnership Group and the HollyFrontier Group collectively.

“Partnership” has the meaning set forth in the Preamble.

“Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership of HEP, dated as of July 13, 2004, as amended and as may be further amended from time to time, by and among HEP Logistics Holdings, L.P., a Delaware limited partnership, and Holly Corporation, a Delaware corporation, together with others who become Partners (as defined in the Partnership Agreement).

“Partnership Group” has the meaning set forth in the Preamble.

“Partnership Group Member” means any member of the Partnership Group.

“Party” means any Partnership Group Member or any HollyFrontier Group Member, individually.

“Period of Secondment” has the meaning set forth in Section 2.01.

“Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization association, government agency or political subdivision thereof or other entity.

“Prudent Industry Practice” has the meaning set forth in the Omnibus Agreement.

“Secondment” has the meaning set forth in Section 2.01.

“Services” has the meaning set forth in Section 2.01.

“Throughput Agreement” means an agreement whereby Frontier El Dorado or Frontier Refining (or their Affiliates) agrees to terminal, transport or store crude oil or refined petroleum products on, in or at the Assets, as such agreement may be amended, modified or superceded from time to time.

A-3

“Tolling Agreement” means an agreement whereby Frontier El Dorado or Frontier Refining (or their Affiliates) agrees to certain processing or refining services at the Assets, as such agreement may be amended, modified or superceded from time to time.

A-4

Exhibit B

Amended and Restated Services and Secondment Agreement

Interpretation

As used in this Agreement, unless a clear contrary intention appears:

(a) any reference to the singular includes the plural and vice versa, any reference to natural persons includes legal persons and vice versa, and any reference to a gender includes the other gender;

(e) the Exhibits hereto form an integral part of this Agreement and are equally binding therewith. Any reference to “this Agreement” shall include such Exhibits;

(h) the use of “or” is not intended to be exclusive unless explicitly indicated otherwise;

(i) references to “$” or to “dollars” shall mean the lawful currency of the United States of America; and

(j) the words “includes,” “including,” or any derivation thereof shall mean “including without limitation” or “including, but not limited to.”

B-1

Exhibit C

Amended and Restated Services and Secondment Agreement

Services

The HollyFrontier Group shall provide HEP Seconded Employees to the Partnership Group to perform operational and maintenance activities related to the following assets that are owned (in whole or in part) or leased by any Partnership Group Member, or with respect to which any Partnership Group Member has the right or obligation to operate and/or maintain, at each of the following refinery locations:

Cheyenne Refinery (the “Cheyenne Assets”)

Storage tanks, propane loading spots and crude oil LACTS located at or comprising any part of the Cheyenne Refinery and the piping and valves associated with the tank farm that are directly connected to the Partnership Group’s storage tanks at the Cheyenne Refinery.

El Dorado Refinery (the “El Dorado Assets”)

Storage tanks located at or comprising any part of the El Dorado Refinery, the valves and piping located in the tank farm area that are directly connected to the Partnership Group’s storage tanks at the El Dorado Refinery and piping at the El Dorado Refinery connected to the Nustar and Magellan pipeline.

Naptha fractionation column and hydrogen generation unit located at the El Dorado Refinery.

C-1

Exhibit D

Amended and Restated Services and Secondment Agreement

Accounting Procedures

This Exhibit shall govern the Accounting Procedures with regard to the billing and/or reimbursement of costs and expenses incurred by the HollyFrontier Group in connection with the HEP Seconded Employees pursuant to the Agreement. These Accounting Procedures shall be in effect until replaced or modified by mutual agreement of the Parties.

1.	General Provisions

(a)

Statements and Billings. The HollyFrontier Group shall record the Partnership Group’s financial transactions resulting from this Agreement in its financial system and allow the Partnership Group reasonable access to such records in that system.

(b)

Payments by the Partnership Group. The Partnership Group shall pay all costs and expenses incurred by the HollyFrontier Group in accordance with Section 3.03 of the Agreement. Notwithstanding anything to the contrary in this Agreement, the HollyFrontier Group shall only look to the Partnership Group Member that owns the applicable Assets for which such costs and expenses were incurred for payment.

(c)

Adjustments. Except as otherwise provided in the Agreement, the payment of any such bills shall not prejudice the right of the Partnership Group to protest or question the correctness or appropriateness thereof; provided, however, that all bills and statements rendered to the Partnership Group during any calendar year shall conclusively be presumed to be true and correct after twelve (12) months following the end of any such calendar year, unless prior to the end of said twelve (12) month period the Partnership Group takes written exception thereto and makes a claim against the HollyFrontier Group for adjustment.

(d)

Financial Records. The HollyFrontier Group shall maintain accurate books and records in accordance with GAAP.

(e)

No Duplication. It is the intent of the Parties that any amounts billed to the Partnership Group under this Agreement shall be without duplication of amounts billed to the Partnership Group under the Omnibus Agreement, the Master Site Services Agreement and other agreements between the Parties.

HEP Seconded Employee Expenses. Subject to the Allocation Methodology (as defined below), the Partnership Group shall be required to provide reimbursement for each month during the Period of Secondment for all costs and expenses incurred for such month for the HEP Seconded Employees, including the following (collectively, the “HEP Seconded Employee Expenses”):

(a)

Salary and wages (including payroll and withholding taxes associated therewith);

(b)

Cash bonuses;

(c)

Costs of matching and other 401(k) contributions;

D-1

(d)

Any cash expense associated with any deferred compensation plan;

(e)

Vacation, sick leave, personal leave, maternity leave and any other federal or state mandated leave;

(f)

Healthcare coverage, including medical, dental, vision and prescription drug coverage;

(g)

Flexible benefits plan, including medical care and dependent care expense reimbursement programs;

(h)

Short-term disability benefits and long-term disability insurance premiums;

(i)

Workers’ compensation insurance;

(j)

Premiums for life insurance, accidental death and dismemberment insurance and any other insurance provided to the HEP Seconded Employees by the HollyFrontier Group;

(k)

The vesting of any long-term incentive awards, whether granted before or during the Period of Secondment;

(l)

Termination costs;

(m)

Business travel expenses and other business expenses reimbursed in the normal course by the HollyFrontier Group;

(n)

Any other employee benefit or compensation arrangement customarily provided to all employees by the HollyFrontier Group for which the HollyFrontier Group incurs costs with respect to HEP Seconded Employees; and

(o)

Any sales taxes imposed upon the provision of any taxable services provided under this Agreement; provided, however, that the Parties contemplate that the services provided pursuant to this Agreement are not taxable services for sales and use tax purposes.

When it is not reasonably practicable to determine the amount of any such costs or expense described above, the Parties shall mutually agree on the method of determining or estimating such cost or expense. If the actual amount of any cost or expense, once known, varies from the estimate used for billing purposes hereunder, the difference, once determined, shall be reflected as either a credit or additional charge in the next monthly invoice issued by the HollyFrontier Group, or in such manner as may otherwise be agreed between the Parties.

3.	Allocation Methodology. The HollyFrontier Group shall bill the Partnership Group for the HEP Seconded Employee Expenses in accordance with the following allocation methodology (“Allocation Methodology”):

The HollyFrontier Group and the Partnership Group will maintain a schedule reflecting whether each HEP Seconded Employee shall be billed based on the (a) percentage of time such HEP Seconded Employee provides Services to the Partnership Group in relation to the Assets or (b) time such HEP Seconded Employee actually spends providing Services to the Partnership Group in relation to the Assets.

D-2

The HollyFrontier Group will use commercially reasonable efforts to maintain an allocation schedule reflecting the employee costs for each HEP Seconded Employee based on either the (a) percentage of time such HEP Seconded Employee provides Services to the Partnership Group in relation to the Assets or (b) time such HEP Seconded Employee actually spends providing Services to the Partnership Group in relation to the Assets. The Partnership Group has the right to review and dispute the allocation schedule prior to paying the HEP Seconded Employee Expenses to the HollyFrontier Group.

Direct Costs. The HollyFrontier Group shall be entitled to reimbursement for direct costs, including, but not be limited to, the following: (a) fees and expenses associated with providing other Persons such as consultants and professionals, and service or other organizations, (b) cost of workers’ compensation insurance premiums paid or allocated for the HEP Seconded Employees performing Services under this Agreement, not to exceed state manual rates for such insurance on a guaranteed cost basis and charged as an amount per $100 of payroll, and (c) any other expenditure not covered or dealt with in the foregoing provisions, and that is incurred by the HollyFrontier Group in the necessary and proper conduct of the Services, and that may be captured and billed to the Partnership Group on a direct cost basis.

D-3

Exhibit E-1

Amended and Restated Services and Secondment Agreement

Seconded Employee Positions – El Dorado

1.	Refinery Manager

2.	Operations

3.	Oil Movements

Safety

5.	Maintenance (Turnaround, Electrical and Instrumentation, Machinist, Mechanical)

6.	Environmental

7.	Reliability and Engineering

8.	Technical Services

Training

E-1

Exhibit E-2

Services and Secondment Agreement

Seconded Employee Positions – Cheyenne

1.	Refinery Manager

2.	Operations

3.	Oil Movements

E-2

Exhibit 10.6

Execution Version

AMENDED AND RESTATED MASTER LEASE AND ACCESS AGREEMENT

Effective as of November 1, 2015

TABLE OF CONTENTS


ARTICLE 1 DEFINITIONS AND INTERPRETATIONS		1

1.1	Definitions	1
1.2	Interpretation	1
1.3	Independent Obligations	1
1.4	Prior Leases	1

ARTICLE 2 DEMISE OF APPLICABLE PREMISES AND TERM		2

2.1	Demise of Applicable Premises and Applicable Term	2
2.2	Access	2
2.3	Rent	3
2.4	Place of Payment	3
2.5	Net Lease	3

ARTICLE 3 CONDUCT OF BUSINESS		3

3.1	Use of Applicable Premises	3
3.2	Waste	3
3.3	Governmental Regulations	3
3.4	Permits	4
3.5	Utilities	5
3.6	Tank Inspection and Repairs	6
3.7	Tank Inspection and Maintenance Plan	6
3.8	Notice of Planned Shutdown	6

ARTICLE 4 ALTERATIONS, ADDITIONS AND IMPROVEMENTS		6

4.1	Additional Improvements	6
4.2	Quality; Compliance with Applicable Laws	7
4.3	Ownership	7
4.4	No Liens	7

ARTICLE 5 MAINTENANCE OF APPLICABLE PREMISES		7

5.1	Maintenance by Relevant Asset Owner	7
5.2	Operation	7
5.3	Surrender of Applicable Premises	7
5.4	Release of Hazardous Substances	8

ARTICLE 6 TAXES, ASSESSMENTS		8

6.1	Relevant Asset Owner’s Obligation to Pay	8
6.2	Manner of Payment	8

ARTICLE 7 EMINENT DOMAIN; CASUALTY; INSURANCE		9

7.1	Total Condemnation of Applicable Premises	9
7.2	Partial Condemnation	9
7.3	Damages and Right to Additional Property	9
7.4	Insurance	10

ARTICLE 8 ASSIGNMENT AND SUBLETTING		10

8.1	Assignment and Subletting	10
8.2	Release of Assigning Party	10


ARTICLE 9 DEFAULTS; REMEDIES; TERMINATION		11

9.1	Default	11
9.2	Related Refinery Owner’s Remedies	11
9.3	Relevant Asset Owner’s Remedies	12

ARTICLE 10 LIABILITY AND INDEMNIFICATION		12

10.1	Limitation of Liability; Indemnity	12
10.2	Survival	12

ARTICLE 11 OPTION		13

11.1	Applicability of Option	13
11.2	Grant of Option	13
11.3	Determination of Fair Market Value	13
11.4	Cooperation	13
11.5	Survival	13

ARTICLE 12 GENERAL PROVISIONS		13

12.1	Estoppel Certificates	13
12.2	Notices	14
12.3	Severability	14
12.4	Time of Essence	14
12.5	Captions	14
12.6	Entire Agreement	14
12.7	Waivers	14
12.8	Incorporation by Reference	14
12.9	Binding Effect	14
12.10	Amendment	14
12.11	No Partnership	15
12.12	No Third Party Beneficiaries	15
12.13	Governing Law	15
12.14	Cooperation	15
12.15	Further Assurances	15
12.16	Waiver of the Related Refinery Owner’s Lien	15
12.17	Recording	15
12.18	Warranty of Peaceful Possession	16
12.19	Survival	16
12.20	AS IS, WHERE IS	16
12.21	Relocation of Pipelines; Amendment	16
12.22	Counterparts	16
12.23	Joinder by Affiliates of Parties	16


EXHIBITS

Exhibit A - Parties
Exhibit B - Definitions
Exhibit C - Interpretation
Exhibit D – Applicable Term and Applicable Assets
Exhibit D-1 – Applicable Assets: El Dorado Refinery Complex (for El Dorado Logistics)
Exhibit D-2 – Applicable Assets: Cheyenne Refinery Complex


Exhibit D-3 – Applicable Assets: Tulsa Refinery Complex
Exhibit D-4 – Applicable Assets: Woods Cross Refinery Complex
Exhibit D-5 – Applicable Assets: Woods Cross Pipeline Pad
Exhibit D-6 – Applicable Assets: Navajo Refinery Complex
Exhibit D-7 – Applicable Assets: Artesia Pump and Receiving Stations
Exhibit D-8 – Applicable Assets: El Dorado Refinery Complex (for El Dorado Operating)
Exhibit E – Description of Applicable Premises
Exhibit E-1 – Legal Description for El Dorado Refinery Complex
Exhibit E-2 – Legal Description for Cheyenne Refinery Complex
Exhibit E-3 – Legal Description for Tulsa Refinery Complex
Exhibit E-4 - Legal Description for Woods Cross Refinery Complex
Exhibit E-5 – Legal Description for Woods Cross Pipeline Pad
Exhibit E-6 – Legal Description for Navajo Refinery Complex
Exhibit E-7 – Legal Description for Artesia Pump and Receiving Stations

iii

AMENDED AND RESTATED MASTER LEASE AND ACCESS AGREEMENT

This Amended and Restated Master Lease and Access Agreement (this “Lease”) is entered into on November 2, 2015 and effective as of 12:00 a.m. Central Time (the “Effective Time”) on November 1, 2015 (the “Effective Date”) by and between the Parties set forth on Exhibit A.

RECITALS:

A. Pursuant to certain transactions, each Relevant Asset Owner acquired its Applicable Assets located at the Refinery Complex from the Related Refinery Owner.

B. In connection with each such acquisition, each Related Refinery Owner and Relevant Asset Owner (except El Dorado Operating) entered into a Prior Lease pursuant to which the Related Refinery Owner leased to the Relevant Asset Owner real property at the Related Refinery Owner’s Refinery Complex on which all or a part of the Applicable Assets are located.

C. The Parties are concurrently entering into a Master Site Services Agreement pursuant to which each Related Refinery Owner has agreed to provide certain services to the Relevant Asset Owner in connection with the Applicable Assets located at each Refinery Complex.

D. Each Related Refinery Owner and each Relevant Asset Owner (except El Dorado Operating) entered into the Original Master Lease and Access Agreement which amended and restated in its entirety their respective Prior Leases, if any, from and after January 1, 2015, all in accordance with the terms and conditions set forth in the Original Master Lease and Access Agreement.

E. The Parties now desire to amend and restate the Original Master Lease and Access Agreement in its entirety in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, for and in consideration of the Applicable Premises and the covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATIONS

1.1 Definitions. Capitalized terms used throughout this Lease and not otherwise defined herein has the meanings set forth on Exhibit B.

1.2 Interpretation. Matters relating to the interpretation of this Agreement are set forth on Exhibit C.

1.3 Independent Obligations. The Parties hereby acknowledge and agree that (a) the obligations of each Relevant Asset Owner and each Related Refinery Owner are independent of any obligation of any other Relevant Asset Owner and Related Refinery Owner, respectively, (b) the Parties shall look solely to their counterparty (as identified on Exhibit A) for fulfillment of their respective obligations under this Agreement; and (c) no Relevant Asset Owner or Related Refinery Owner shall be obligated to fulfill any of the obligations of any other Relevant Asset Owner or Related Refinery Owner, respectively, and shall have no liability for such obligations.

1.4 Prior Leases. The Original Master Lease and Access Agreement amended and restated each Prior Lease in its entirety from and after January 1, 2015 through the Effective Time. It is the

Parties’ intent that the terms and provisions of this Lease shall be effective and govern from and after the Effective Time. Any matter first arising prior to the January 1, 2015 shall be governed by the respective Prior Lease related thereto, if any.

ARTICLE 2

DEMISE OF APPLICABLE PREMISES AND TERM

2.1 Demise of Applicable Premises and Applicable Term.

2.1.1 Demise of Applicable Premises. In consideration of the rents, covenants, and agreements set forth herein and subject to the terms and conditions hereof, each Related Refinery Owner hereby leases to the Relevant Asset Owner and each Relevant Asset Owner hereby leases from the Related Refinery Owner, the Applicable Premises for the Applicable Term; provided, however, the Relevant Asset Owner may terminate this Lease (with respect to itself only) at the end of the Applicable Term or by delivering written notice to the Related Refinery Owner, on or before 180 days prior to the end of the Applicable Term, that the Relevant Asset Owner has elected to terminate this Lease (with respect to itself only).

2.1.2 Early Termination by the Relevant Asset Owner. At the Relevant Asset Owner’s option, such Relevant Asset Owner may terminate this Lease (with respect to itself only), by providing written notice to the Related Refinery Owner on or before 180 days prior to the desired termination date if the Relevant Asset Owner ceases to operate the Applicable Assets at the Applicable Premises or ceases its business operations. In the event of such termination pursuant to this Section 2.1.2, such Related Refinery Owner shall retain the remaining Rent for the then current 12-month rental period as set forth in Section 2.3 as its sole and exclusive remedy for such early termination and shall refund to the Relevant Asset Owner any Rent relating to any period after such 12-month period.

2.2 Access.

2.2.1 Access. Each Related Refinery Owner hereby grants to the Relevant Asset Owner and its Affiliates, agents, employees and contractors (collectively, the “Relevant Asset Owner Parties”) free of charge, non-exclusive right of access to and use of those portions of such Related Refinery Owner’s Refinery Complex that are reasonably necessary for access to and/or the operation of the Applicable Assets by the Relevant Asset Owner as a stand-alone enterprise (the “Shared Access Facilities”), all so long as such access and use by any of the Relevant Asset Owner Parties does not unreasonably interfere in any material respect with the Related Refinery Owner’s operations at the Refinery Complex and complies with the Related Refinery Owner’s rules, norms and procedures governing safety and security at the Refinery Complex. The provisions of this Section 2.2.1 relate only to access and use of the Shared Access Facilities, and the Master Site Services Agreement shall cover all services that are to be provided by the Related Refinery Owner under the terms of the Master Site Services Agreement.

2.2.2 Retained Rights. Each Related Refinery Owner hereby retains for itself and its Affiliates, agents, employees and contractors (collectively, the “Related Refinery Owner’s Parties”), the right of access to the Applicable Premises and the Applicable Assets located at the Refinery Complex of such Related Refinery Owner:

(a) to determine whether the conditions and covenants contained in this Lease are being kept and performed,

(b) to comply with Environmental Laws, and

(c) to inspect, maintain, repair, improve and operate the Service Assets and the Shared Access Facilities and any assets of such Related Refinery Owner located on such Applicable Premises or to install or construct any structures or equipment necessary for the maintenance, operation or improvement of any such assets or the installation, construction or maintenance of any Connection Facilities,

in each case, so long as such access by the Related Refinery Owner’s Parties does not unreasonably interfere in any material respect with the Relevant Asset Owner’s operations on the Applicable Premises and complies with such Relevant Asset Owner’s rules, norms and procedures governing safety and security at the Applicable Premises.

2.3 Rent. As rental for the Applicable Premises during the Applicable Term, each Relevant Asset Owner agrees to pay to the applicable Related Refinery Owner for each 12-month period of the Applicable Term One Hundred and 00/100 Dollars ($100.00) (the “Rent”) on or before the 1st day of each 12-month period, the first such payment being due within 30 days of the Commencement Date of the Applicable Term.

2.4 Place of Payment. All Rent and other fees due and payable to the Related Refinery Owner hereunder shall be payable at the Related Refinery Owner’s address set forth the Omnibus Agreement.

2.5 Net Lease. Except as otherwise expressly provided herein and in the Ancillary Agreements, this is a net lease and the Related Refinery Owner shall not at any time be required to pay any costs associated with the maintenance, repair, alteration or improvement of the Applicable Premises or to provide any services or do any act or thing with respect to the Applicable Premises or any part thereof or any appurtenances thereto. The Rent reserved herein shall be paid without any claim on the part of the Relevant Asset Owner for diminution, setoff or abatement and nothing shall suspend, abate or reduce any Rent to be paid hereunder, except as expressly provided herein.

ARTICLE 3

CONDUCT OF BUSINESS

3.1 Use of Applicable Premises. Each Relevant Asset Owner shall have the right to use the Applicable Premises:

(a) for the purpose of owning, operating, maintaining, repairing, replacing, improving, and expanding the Applicable Assets and the Additional Improvements as permitted herein, and

(b) for any other lawful purpose associated with the operation and ownership of the Applicable Assets and the Additional Improvements.

3.2 Waste. Subject to the obligations of the Related Refinery Owner under the Ancillary Agreements, the Relevant Asset Owner shall not commit, or suffer to be committed, any waste to the Applicable Premises, ordinary wear and tear or casualty excepted.

3.3 Governmental Regulations.

3.3.1 Compliance with Governmental Requirements. Subject to the obligations of the Related Refinery Owner to the Relevant Asset Owner under this Lease and the Ancillary Agreements

including the indemnity provisions contained in the Omnibus Agreement, the Relevant Asset Owner shall, at the Relevant Asset Owner’s sole cost and expense, at all times:

(a) comply with all applicable requirements (including requirements under Environmental Laws) of all Governmental Authorities now in force, or which may hereafter be in force, pertaining to the Applicable Premises, and

(b) faithfully observe all Applicable Laws now in force or which may hereafter be in force pertaining to the Applicable Premises or the use, maintenance or operation thereof.

3.3.2 Notices. Each Relevant Asset Owner shall give prompt written notice to the Related Refinery Owner of such Relevant Asset Owner’s receipt from time to time of any notice of non-compliance, order or other directive from any court or other Governmental Authority under Applicable Laws, including Environmental Laws, relating to the Applicable Premises.

3.3.3 Right to Remedy. If a Related Refinery Owner reasonably believes at any time that a Relevant Asset Owner is not complying with all Applicable Laws (including requirements under Environmental Laws) with respect to the Applicable Assets and Additional Improvements, it will provide reasonable notice to the Relevant Asset Owner of such condition. If such Relevant Asset Owner fails to take appropriate action to cause such assets to comply with Applicable Laws or take other actions required under Applicable Laws within 30 days of the Related Refinery Owner’s reasonable notice, the Related Refinery Owner may, without further notice to such Relevant Asset Owner, take such actions for such Relevant Asset Owner’s account. Within 30 days following the date the Related Refinery Owner delivers to such Relevant Asset Owner evidence of payment for those actions by the Related Refinery Owner reasonably necessary to cause the Applicable Assets and Additional Improvements to achieve compliance with Applicable Laws because of such Relevant Asset Owner’s failure to do so, the Relevant Asset Owner shall reimburse the Related Refinery Owner all amounts paid by the Related Refinery Owner on such Relevant Asset Owner’s behalf.

3.4 Permits.

3.4.1 Environmental Permits. Notwithstanding the Relevant Asset Owner’s obligation to maintain and operate the Applicable Assets and Additional Improvements and comply with Applicable Laws, the Related Refinery Owner and the Relevant Asset Owner acknowledge that the Related Refinery Owner may, as required by any applicable Governmental Authorities, maintain Environmental Permits under the federal Clean Air Act or similar state statutes in its name. Consequently and also for the ease of administration, the Related Refinery Owner may maintain in its name such air quality Environmental Permits and other authorizations applicable to all, or part of, the Applicable Assets and Additional Improvements and may be responsible for making any reports or other notifications to Governmental Authorities pursuant to such Permits or Applicable Laws; provided that upon the Related Refinery Owner’s written request the Relevant Asset Owner shall apply for, use commercially reasonable efforts to obtain and, if obtained, maintain any such Environmental Permits in its name, at such Relevant Asset Owner’s sole cost and expense. Except as provided in the preceding sentence, nothing in this Lease shall reduce the Relevant Asset Owner’s obligations under Applicable Laws with respect to the Applicable Assets and Additional Improvements.

3.4.2 Violation of Environmental Permits. If the Related Refinery Owner or one of such Related Refinery Owner’s Affiliates receives a notice of violation or enforcement action from a Governmental Agency, including the U.S. Environmental Protection Agency or a similar state agency alleging non-compliance with such Environmental Permits, and such non-compliance relates to the Applicable Assets, then the Relevant Asset Owner (and not the Related Refinery Owner or its Affiliates),

will be responsible for promptly responding to any such notice of violation or enforcement action. The Related Refinery Owner shall have the right, but not the duty, to be fully informed and to participate in the prosecution and/or settlement of any notice of violation or enforcement action relating to such Applicable Assets.

3.4.3 Cheyenne RCRA Order. Frontier Cheyenne will retain responsibility for complying with the terms of the Cheyenne RCRA Order, including all obligations that apply or relate to the Applicable Assets located at the Cheyenne Refinery Complex. Cheyenne Logistics will and will cause its Affiliates to cooperate with and support Frontier Cheyenne and its Affiliates in satisfying any applicable compliance and reporting obligations under the Cheyenne RCRA Order or Environmental Permits as they relate to the Cheyenne Assets and does hereby authorize Frontier Cheyenne to submit all reports, certifications and other compliance related submissions on its behalf in satisfaction of such compliance and reporting obligations. Cheyenne Logistics confirms that it has received a copy of the Cheyenne RCRA Order. If, as a result of future circumstances or construction, it becomes necessary for Frontier Cheyenne or Cheyenne Logistics (or their Affiliates) to obtain additional Environmental Permit(s) that relate to assets that will be located at the Cheyenne Refinery Complex but owned by Cheyenne Logistics or its Affiliates, such Environmental Permit(s) shall be held by or in the name of Frontier Cheyenne or its Affiliates and shall be subject to the provisions of this Section 3.4.3 to the same extent as if the assets to which such Environmental Permit(s) relate were originally included in the Applicable Assets at the Cheyenne Refinery Complex.

3.4.4 El Dorado RCRA Order. Frontier El Dorado will retain responsibility for complying with the terms of the El Dorado RCRA Order, including all obligations that apply or relate to the El Dorado Assets. El Dorado Logistics will and will cause its Affiliates to cooperate with and support Frontier El Dorado and its Affiliates in satisfying any applicable compliance and reporting obligations under the El Dorado RCRA Order or Environmental Permits as they relate to the Applicable Assets located at the El Dorado Refinery Complex and does hereby authorize Frontier El Dorado to submit all reports, certifications and other compliance related submissions on its behalf in satisfaction of such compliance and reporting obligations. El Dorado Logistics confirms that it has received a copy of the El Dorado RCRA Order. If, as a result of future circumstances or construction, it becomes necessary for Frontier El Dorado or El Dorado Logistics (or their Affiliates) to obtain additional Environmental Permit(s) that relate to assets that will be located at the El Dorado Refinery Complex but owned by El Dorado Logistics or its Affiliates, such Environmental Permit(s) shall be held by or in the name of Frontier El Dorado or its Affiliates and shall be subject to the provisions of this Section 3.4.4 to the same extent as if the assets to which such Environmental Permit(s) relate were originally included in the Applicable Assets at the El Dorado Refinery Complex.

3.4.5 Indemnification. The Parties acknowledge that any costs, penalties, fines or losses associated with responses to any notices of violation from the Environmental Protection Agency or a state agency under any such Environmental Permits (including the Cheyenne RCRA Order or the El Dorado RCRA Order) may be the subject of indemnification under the Omnibus Agreement, and nothing in this Section 3.4.5 shall be deemed to change, amend or expand the Parties’ obligations under such Omnibus Agreement provisions (other than with regard to the obligation to respond to such notice of violation or enforcement).

3.5 Utilities. The Related Refinery Owner may, at its election, provide any utilities (electricity, natural gas, water, steam, etc.) necessary for the Relevant Asset Owner’s operation of the Applicable Assets in accordance with the provisions of the Master Site Services Agreement. Any other necessary utilities shall be provided by and at the sole expense of the Relevant Asset Owner

3.6 Tank Inspection and Repairs. Each Related Refinery Owner will reimburse the Relevant Asset Owner for the cost of performing the first API 653 inspection on each of the tanks included in the Applicable Assets (other than the tanks included in the Malaga Pipeline System) and any repairs or tests or consequential remediation that may be required to be made to such tanks as a result of any discovery made during such inspection; provided, however, that if a tank is two (2) years old or less or has been inspected and repaired during the last twelve months prior to the applicable Commencement Date, then the Relevant Asset Owner will bear the cost of any API 653 inspection and any required repair, testing or consequential remediation of such tank. In addition, the Relevant Asset Owner will be responsible for the costs of painting any tanks included in the Applicable Assets that require it.

3.7 Tank Inspection and Maintenance Plan. At least annually, the Relevant Asset Owner shall prepare and submit to the Related Refinery Owner a tank inspection and maintenance plan (which shall include an inspection plan, a cleaning plan, a waste disposal plan, details regarding scheduling and a budget) for the tankage included in the Applicable Assets. If the Related Refinery Owner consents to the submitted plan (which consent shall not be unreasonably withheld, conditioned or delayed), then the Relevant Asset Owner shall conduct tank maintenance in conformity with such approved tank maintenance plan (other than any deviations or changes from such plan to which the Related Refinery Owner consents (which consent shall not be unreasonably withheld, conditioned or delayed)). Each Relevant Asset Owner will use its commercially reasonable efforts to schedule the activities under such maintenance plan to minimize disruptions to the operations of the Related Refinery Owner at the Refinery Complex.

3.8 Notice of Planned Shutdown. Each Related Refinery Owner shall deliver to the Relevant Asset Owner at least six months advance written notice of any planned shut down or reconfiguration (excluding planned maintenance turnarounds) of the Refinery Complex or any portion of the Refinery Complex of which the Related Refinery Owner has advance notice that would reduce the output of the Refinery Complex. Each Related Refinery Owner will use its commercially reasonable efforts to mitigate any reduction in revenues or throughput obligations under the Master Throughput Agreement or Master Tolling Agreements, as applicable, that would result from such a shut down or reconfiguration.

ARTICLE 4

ALTERATIONS, ADDITIONS AND IMPROVEMENTS

4.1 Additional Improvements. Subject to the provisions of this Article 4, each Relevant Asset Owner may make any alterations, additions, improvements or other changes to the Applicable Premises, and the Applicable Assets, and may request that the Related Refinery Owner make any alterations, additions, improvements or other changes to the Shared Access Facilities, as may be necessary or useful in connection with the operation of the Applicable Assets (collectively, the “Additional Improvements”). If such Additional Improvements require alterations, additions or improvements to the Applicable Premises or any of the Shared Access Facilities, the Relevant Asset Owner shall notify the Related Refinery Owner in writing in advance and the parties shall:

(a) negotiate in good faith any increase to the fees paid by the Relevant Asset Owner under the Master Site Services Agreement;

(b) provide for reimbursement of any material increase in cost (if any) to the Related Refinery Owner under the Master Site Services Agreement that results from any modifications to the Applicable Premises or the Shared Access Facilities necessary to accommodate the Additional Improvements; or

4.2 Quality; Compliance with Applicable Laws. Any alteration, addition, improvement or other change to the Applicable Assets or Additional Improvements (and, if agreed by the Relevant Asset Owner and the Related Refinery Owner, to the Applicable Premises and Shared Access Facilities) by the Relevant Asset Owner shall be made in a good and workmanlike manner and in accordance with all Applicable Laws.

4.3 Ownership. The Applicable Assets and all Additional Improvements shall remain the property of the Relevant Asset Owner and shall be removed by the Relevant Asset Owner within one year after termination of this Lease as to the Applicable Premises (provided that such can be removed by the Relevant Asset Owner without unreasonable damage or harm to the Applicable Premises or Refinery Complex) or, at the Relevant Asset Owner’s option exercisable by notice to the Related Refinery Owner, surrendered to the Related Refinery Owner upon the termination of this Lease.

4.4 No Liens. No Relevant Asset Owner shall have the right or power to create or permit any lien of any kind or character on the Applicable Premises or Refinery Complex by reason of repair or construction or other work. Unless otherwise agreed in writing by the Relevant Asset Owner and the Related Refinery Owner, in the event any such lien is filed against the Applicable Premises or Refinery Complex, the Relevant Asset Owner shall cause such lien to be discharged or bonded within 30 days of the date of filing thereof.

ARTICLE 5

MAINTENANCE OF APPLICABLE PREMISES

5.1 Maintenance by the Relevant Asset Owner. Except as otherwise expressly provided in this Article 5 and in Article 7 or elsewhere in this Lease and subject to the obligations of the Related Refinery Owner and the Relevant Asset Owner under the Ancillary Agreements, including any indemnity provisions contained in the Omnibus Agreement, the Relevant Asset Owner shall at its sole cost, risk and expense at all times keep the Applicable Premises and the Applicable Assets and Additional Improvements in good order and repair and in compliance with all Applicable Laws and make all necessary repairs thereto, structural and nonstructural, ordinary and extraordinary, and unforeseen and foreseen. For the avoidance of doubt, the Related Refinery Owner shall maintain, at its sole cost, risk and expense, any dikes, including those dikes surrounding tanks owned by the Relevant Asset Owner and whether or not the entire dike is located on the Applicable Premises, and any roads located on the Applicable Premises. As used in this Article 5, the term “repairs” shall include all necessary replacements, renewal, alterations and additions. All repairs made by the Relevant Asset Owner shall be made in accordance with normal and customary practices in the industry, in a good and workmanlike manner, and in accordance with all Applicable Laws. The Relevant Asset Owner shall be responsible at its sole cost and expense for the proper handling, removal and disposal of all materials, debris, waste and Hazardous Substances generated or resulting from such repair and maintenance activities, all in accordance with Applicable Laws.

5.2 Operation. Subject to the obligations of the Related Refinery Owner and the Relevant Asset Owner in this Lease and under the Ancillary Agreements, including any indemnity provisions contained in the Omnibus Agreement, the Relevant Asset Owner covenants and agrees to operate the Applicable Assets and Additional Improvements in accordance with normal and customary practices in the industry and all Applicable Laws now in force, or which may hereafter be in force.

5.3 Surrender of Applicable Premises. The Relevant Asset Owner shall at the expiration of the Applicable Term or at any earlier termination of this Lease as to the Applicable Assets, surrender the Applicable Premises to the Related Refinery Owner in as good condition as it received the same, ordinary wear and tear and limitations permitted by Article 7 excepted and in accordance with the provisions of Article 4.

5.4 Release of Hazardous Substances. The Relevant Asset Owner shall give prompt notice to the Related Refinery Owner of any release of any Hazardous Substances on or at the Applicable Premises or Shared Access Facilities that occur during the Applicable Term. The Relevant Asset Owner shall immediately take all steps necessary to contain or remediate (or both) any such release and provide any governmental notifications required by Applicable Law. If the Related Refinery Owner believes at any time that the Relevant Asset Owner is failing to contain or remediate in compliance with all Applicable Laws (including Environmental Laws) any release arising from the Relevant Asset Owner’s operation of the Applicable Assets or Additional Improvements or the Relevant Asset Owner’s failure to comply with its obligations pursuant to this Lease, the Related Refinery Owner will provide reasonable notice to the Relevant Asset Owner of such failure. If the Relevant Asset Owner fails to take appropriate action to contain or remediate such a release or take other actions required under Applicable Laws or this Lease within 30 days of the Related Refinery Owner’s reasonable notice, the Related Refinery Owner may, without further notice to the Relevant Asset Owner, take such actions for the Relevant Asset Owner’s account. Within 30 days following the date the Related Refinery Owner delivers to the Relevant Asset Owner evidence of payment for those actions by the Related Refinery Owner reasonably necessary to contain or remediate a release or otherwise achieve compliance with Applicable Laws or this Lease because of the Relevant Asset Owner’s failure to do so, the Relevant Asset Owner shall reimburse the Related Refinery Owner all amounts paid by the Related Refinery Owner on the Relevant Asset Owner’s behalf.

ARTICLE 6

TAXES, ASSESSMENTS

6.1 Relevant Asset Owner’s Obligation to Pay. The Relevant Asset Owner shall pay during the Applicable Term all Taxes assessed against the Applicable Premises, or improvements situated thereon, including the Applicable Assets and all Additional Improvements (including those Additional Improvements situated on the Shared Access Facilities but excluding any Shared Access Facilities and any Service Assets) (for purposes of this Article 6, collectively, the “Taxable Assets”) during the Applicable Term that are payable to any Governmental Authority assessed against or with respect to the Applicable Premises or the use or operation thereof during the Applicable Term. In the event that the Relevant Asset Owner fails to pay its share of such Taxes in accordance with the provisions of this Article 6 prior to the time the same become delinquent, the Related Refinery Owner may pay the same and the Relevant Asset Owner shall reimburse the Related Refinery Owner all amounts paid by the Related Refinery Owner on the Relevant Asset Owner’s behalf within 30 days following the date the Related Refinery Owner delivers to the Relevant Asset Owner evidence of such payment.

6.2 Manner of Payment. Upon notice by the Relevant Asset Owner to the Related Refinery Owner, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable

Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law. If the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions of such years that are coincident with the applicable tax years and for which each of them is responsible.

ARTICLE 7

EMINENT DOMAIN; CASUALTY; INSURANCE

7.1 Total Condemnation of Applicable Premises. If the whole of the Applicable Premises is acquired or condemned by eminent domain for any public or quasi-public use or purpose, then this Lease shall terminate with respect to such Applicable Premises as of the date title vests in any public agency. All rentals and other charges owing hereunder shall be prorated as of such date.

7.2 Partial Condemnation. If only a portion of the Applicable Premises is acquired or condemned by eminent domain for any public or quasi-public use or purpose, and if in the Relevant Asset Owner’s reasonable opinion such partial taking or condemnation renders the Applicable Premises unsuitable for the business of the Relevant Asset Owner, then this Lease shall terminate with respect to such Applicable Premises at the Relevant Asset Owner’s election as of the date title vests in any public agency, provided the Relevant Asset Owner delivers to the Related Refinery Owner written notice of such election to terminate within 60 days following the date title vests in such public agency. In the event of such termination, all rentals and other charges owing hereunder with respect to such Applicable Premises shall be prorated as of such effective date of termination.

7.3 Condemnation Award and Damages. The Related Refinery Owner shall be entitled to any award and all damages payable as a result of any condemnation or taking of the fee title of the Applicable Premises. The Relevant Asset Owner shall have the right to claim and recover from the condemning authority, but not from the Related Refinery Owner, such compensation as may be separately awarded or recoverable by the Relevant Asset Owner in the Relevant Asset Owner’s own right on account of any and all damage to the Applicable Assets, the Additional Improvements and/or the Relevant Asset Owner’s business by reason of the condemnation, including loss of value of any unexpired portion of the Applicable Term, and for or on account of any cost or loss to which the Relevant Asset Owner might be put in removing the Relevant Asset Owner’s personal property, fixtures, leasehold improvements and equipment, including the Applicable Assets and the Additional Improvements, from the Applicable Premises use good faith efforts to resolve such infeasibility.

7.4 Restoration of Applicable Premises. If the Applicable Assets and/or Additional Improvements are partially damaged by any casualty insured against under any insurance policy maintained by the Related Refinery Owner (a “Casualty Event”) or damaged by reason of a condemnation proceeding, the net amount that may be awarded or tendered to the Related Refinery Owner in such condemnation proceedings or realized from any applicable insurance policy in the event of a Casualty Event (less all legal and other expenses incurred by the Related Refinery Owner in connection therewith) shall (as long as the Relevant Asset Owner is not then in default hereunder) be used to pay for any repair, replacement or restoration by the Relevant Asset Owner of the Applicable Assets, the Additional

Improvements and/or the remainder of the Applicable Premises hereof to the extent the Relevant Asset Owner desires any of the same to be repaired, replaced or restored and such repair, replacement or restoration is commercially practicable, as determined by the Related Refinery Owner in the exercise of its reasonable discretion. If it is so determined that such repair, replacement or restoration is not commercially practicable, the Relevant Asset Owner and the Related Refinery Owner shall use good faith efforts to resolve such infeasibility.

7.5 Rent Abatement. During any periods of time during which the Applicable Assets and/or Additional Improvements are destroyed, damaged by a Casualty Event or are being restored or reconstructed under the terms of Section 7.4, Rent hereunder shall be abated in the proportion that the Relevant Asset Owner’s use thereof is impacted, on the condition that the Relevant Asset Owner uses commercially reasonable efforts to mitigate the disruption to its business caused by such event.

7.6 Insurance. Except as otherwise agreed by the Related Refinery Owner and the Relevant Asset Owner, the Relevant Asset Owner shall, during the Applicable Term, maintain or cause to be maintained property and casualty insurance (including pollution insurance coverage) on the Applicable Premises and the Applicable Assets and Additional Improvements in accordance with customary industry practices and with a licensed, reputable carrier.

ARTICLE 8

ASSIGNMENT AND SUBLETTING

8.1 Assignment and Subletting. Neither this Lease nor any of the rights or obligations hereunder shall be assigned by a the Related Refinery Owner without the prior written consent of the Relevant Asset Owner, or by a Related Asset Owner without the prior written consent of the Related Refinery Owner, in each case, such consent is not to be unreasonably withheld or delayed; provided, however, that:

(a) The Related Refinery Owner or the Relevant Asset Owner may make such an assignment (including a partial pro rata assignment) to its Affiliate without the other’s consent,

(b) The Related Refinery Owner may make a collateral assignment of its rights and obligations hereunder, and

(c) The Relevant Asset Owner may make a collateral assignment of its rights hereunder and/or grant a security interest in all or a portion of the Applicable Assets and/or Additional Improvements to a bona fide third party lender or debt holder, or trustee or representative for any of them, without the Related Refinery Owner’s consent, if such third party lender, debt holder or trustee shall have executed and delivered to the Related Refinery Owner a non-disturbance agreement in such form as is reasonably satisfactory to the Related Refinery Owner and such third party lender, debt holder or trustee and the Related Refinery Owner executes an acknowledgement of such collateral assignment in such form as may from time to time be reasonably requested.

Any attempt to make an assignment otherwise than as permitted by the foregoing shall be null and void. The assigning Party agrees to require its respective successors, if any, to expressly assume, in a form of agreement reasonably acceptable to the other Party, its obligations under this Lease.

8.2 Release of Assigning Party. Any assignment of this Lease by a Party in accordance with this Article 8 shall operate to terminate the liability of the assigning Party for all obligations under this Lease accruing after the date of any such assignment.

ARTICLE 9

DEFAULTS; REMEDIES; TERMINATION

9.1 Default. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by the Party for whom such event occurred:

(a) The failure by the Relevant Asset Owner to make when due any payment of Rent or any other payment required to be made by the Relevant Asset Owner hereunder, if such failure continues for a period of 90 days following written notice from the Related Refinery Owner;

(b) The failure by a Party to observe or perform any of the other covenants, conditions or provisions of this Lease to be observed or performed by such Party, if such failure continues for a period of 90 days (in the case of the Relevant Asset Owner) or 30 days (in the case of the Related Refinery Owner) following written notice from the non-defaulting the Relevant Asset Owner or the Related Refinery Owner; provided, however, if a reasonable time to cure such default would exceed 90 days (in the case of the Relevant Asset Owner) or 30 days (in the case of the Related Refinery Owner), such Party shall not be in default so long as it begins to cure such default within 90 days (in the case of the Relevant Asset Owner) or 30 days (in the case of the Related Refinery Owner) of receiving written notice from the non-defaulting Relevant Asset Owner or the Related Refinery Owner and thereafter completes the curing of such default within reasonable period of time (under the circumstances) following the receipt of such written notice; or

9.2 Related Refinery Owner’s Remedies.

9.2.1 Termination Remedies. In the event of any such material default under or material breach of the terms of this Lease by the Relevant Asset Owner, the Related Refinery Owner may, at the Related Refinery Owner’s option, at any time thereafter that such default or breach remains uncured, without further notice or demand:

(a) terminate this Lease with respect to the Relevant Asset Owner and the Relevant Asset Owner’s right to possession of the Applicable Premises, and

(b) thereafter repossess the Applicable Premises by any lawful means in which event the Relevant Asset Owner shall immediately surrender possession of the Applicable Premises to the Related Refinery Owner.

9.2.2 Right to Perform. If, by the terms of this Lease, the Relevant Asset Owner is required to do or perform any act or to pay any sum to a Third Party, and fails or refuses to do so, the Related Refinery Owner, after 30 days written notice to the Relevant Asset Owner, without waiving any other right or remedy hereunder for such default, may do or perform such act, at the Relevant Asset Owner’s expense, or pay such sum for and on behalf of the Relevant Asset Owner, and the amounts so expended by the Related Refinery Owner shall be repayable on demand, and bear interest from the date expended by the Related Refinery Owner until paid at the Post-Maturity Rate. Past due Rent and any other past due payments required hereunder shall bear interest from maturity until paid at the Post-Maturity Rate.

9.2.3 Cumulative Remedies. The Related Refinery Owner may, at the Related Refinery Owner’s option, deduct any such amounts so expended by the Related Refinery Owner from any amounts owed hereunder or under any Ancillary Agreement. Any such action on the part of the Related Refinery Owner shall be in addition to any other remedy that may be available to the Related Refinery Owner for arrears of Rent or breach of contract, or otherwise, including the right of setoff.

9.3 Relevant Asset Owner’s Remedies.

9.3.1 Remedies. In the event of any such default under or breach of the terms of this Lease by the Related Refinery Owner, the Relevant Asset Owner may, at the Relevant Asset Owner’s option, at any time thereafter that such default or breach remains uncured, after ten days prior written notice to the Related Refinery Owner:

(a) perform any act that the Related Refinery Owner is required to do, or

(b) perform any act for or to pay any sum to a Third Party, at the Related Refinery Owner’s expense (to the extent the terms of this Lease require such performance at the Related Refinery Owner’s expense) or pay such sum for and on behalf of the Related Refinery Owner, and the amounts so expended by the Relevant Asset Owner shall be repayable on demand, and bear interest from the date expended by the Relevant Asset Owner until paid at the Post-Maturity Rate.

9.3.2 Cumulative Remedies. The Relevant Asset Owner may, at the Relevant Asset Owner’s option, deduct any such amounts so expended by the Relevant Asset Owner from the Rent and any other amounts owed hereunder or under any Ancillary Agreement. Any such action on the part of the Related Refinery Owner shall be in addition to any other remedy that may be available to the Related Refinery Owner for arrears of Rent or breach of contract, or otherwise, including the right of setoff.

ARTICLE 10

LIABILITY AND INDEMNIFICATION

10.1 Limitation of Liability; Indemnity. The Parties acknowledge and agree that the provisions relating to force majeure, indemnity and the limitation of liability are set forth in the Omnibus Agreement. Notwithstanding anything in this Lease or the Omnibus Agreement to the contrary and solely for the purpose of determining which of the Related Refinery Owners or the Relevant Asset Owners shall be liable in a particular circumstance, neither a the Related Refinery Owner nor the Relevant Asset Owner shall be liable to another Party for any default, loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred (collectively, “Damages”) by such Party except to the extent set forth in the Omnibus Agreement and to the extent that the Related Refinery Owner or the Relevant Asset Owner causes such Damages or owns or operates the assets or other property in question responsible for causing such Damages. In no event shall any Related Refinery Owner have any liability to another Related Refinery Owner, or shall any Relevant Asset Owner have any liability to another Relevant Asset Owner, for Damages, regardless of how caused or under any theory of recovery.

10.2 Survival. The provisions of this Article 10 shall survive the termination of this Agreement.

ARTICLE 11

OPTION

11.1 Applicability of Option. The provisions of this Article 11 shall apply to all Applicable Assets except those that are located at the Refinery Complexes of Navajo or Holly Woods Cross.

11.2 Grant of Option. Following the termination or expiration of the Master Throughput Agreement or Master Tolling Agreements, as applicable, as it relates to a Refinery Complex, including any renewal, extension, or replacement agreement thereof pursuant thereto, the affected Related Refinery Owner shall have an option, and the affected Relevant Asset Owner hereby grants such option, to purchase the Applicable Assets and the Additional Improvements at such Refinery Complex at a cost equal to the fair market value thereof, as reasonably determined by the Related Refinery Owner and the Relevant Asset Owner.

11.3 Determination of Fair Market Value. In the event that the Related Refinery Owner and the Relevant Asset Owner cannot agree as to the fair market value of such Applicable Assets and the Additional Improvements, the Related Refinery Owner and the Relevant Asset Owner shall each select a qualified appraiser. The two appraisers shall give their opinion of the fair market value of such Applicable Assets and Additional Improvements within 20 days after their retention. In the event the opinions of the two appraisers differ and, after good faith efforts over the succeeding 20-day period, they cannot mutually agree, the appraisers shall immediately and jointly appoint a third qualified appraiser. The third appraiser shall immediately (within five days) choose the determination of either appraiser and such choice of this third appraiser shall be final and binding on the Related Refinery Owner or the Relevant Asset Owner. Each of the Related Refinery Owner and the Relevant Asset Owner shall pay its own costs for its appraiser. Following the determination of the fair market value of the Applicable Assets and the Additional Improvements by the appraisers, the Related Refinery Owner and the Relevant Asset Owner shall equally share the costs of any third appraiser.

11.4 Cooperation. Upon the Related Refinery Owner’s exercise of the option granted pursuant to this Article 11, the Related Refinery Owner and the Relevant Asset Owner shall cooperate to convey the Applicable Assets and the Additional Improvements from the Relevant Asset Owner to the Related Refinery Owner. If the Related Refinery Owner chooses to exercise its option granted pursuant to this Article 11, the sale of the Applicable Assets and the Additional Improvements shall be subject to the receipt of any consents or waivers required pursuant to the Relevant Asset Owner’s credit facility or indentures then in effect.

11.5 Survival. The terms and conditions of this Article 11 shall survive the termination or expiration of this Lease or the Master Throughput Agreement or the Master Tolling Agreements, as applicable, with respect to the Related Refinery Owner and the Relevant Asset Owner.

ARTICLE 12

GENERAL PROVISIONS

12.1 Estoppel Certificates. The Related Refinery Owner and the Relevant Asset Owner shall, at any time and from time to time upon not less than 20 days prior written request from the other, execute, acknowledge and deliver to the other a statement in writing (a) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) and the date to which Rent and other charges are paid, and (b) acknowledging that there are not, to the executing party’s knowledge, any uncured defaults on the part of the other Party hereunder (or specifying such defaults, if any are claimed). Any such statement may be conclusively relied upon by any prospective purchaser of the Applicable Premises or the

leasehold evidenced by this Lease or any lender with respect to the Applicable Premises or the leasehold evidenced by this Lease. Nothing in this Section 12.1 shall be construed to waive the conditions elsewhere contained in this Lease applicable to assignment or subletting of the Applicable Premises by the Relevant Asset Owner.

12.2 Notices. Any notice or other communication given under this Lease shall be in writing and shall be delivered in accordance with the requirements for notices set forth in the Omnibus Agreement.

12.3 Severability. If any term or other provision of this Lease is invalid, illegal or incapable of being enforced by any Applicable Law or public policy, all other terms and provisions of this Lease shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party hereto. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Lease so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

12.4 Time of Essence. Time is of the essence in the performance of all obligations falling due hereunder.

12.5 Captions. The headings to Articles and Sections of this Lease are inserted for convenience of reference only and will not affect the meaning or interpretation of this Lease.

12.6 Entire Agreement This Lease constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof as applicable to such Party and supersedes all prior agreements and undertakings, both written and oral, between the Related Refinery Owner and the Relevant Asset Owner with respect to the subject matter hereof.

12.7 Waivers. To be effective, any waiver of any right under this Lease must be in writing and signed by a duly authorized officer or representative of the Party bound thereby. No waiver or waivers of any breach or default or any breaches or defaults by any Party of any term, condition or liability of or performance by any other Party of any duty or obligation hereunder shall be deemed or construed to be a waiver or waivers of any subsequent breaches or defaults of any kind, character or description under any circumstance. The acceptance of Rent hereunder by the Related Refinery Owner shall not be a waiver of any preceding breach by the Relevant Asset Owner of any provision hereof, other than the failure of the Relevant Asset Owner to pay the particular Rent so accepted, regardless of the Related Refinery Owner’s knowledge of such preceding breach at the time of acceptance of such Rent.

12.8 Incorporation by Reference. Any reference herein to any Appendix or Exhibit to this Lease will incorporate such Appendix or Exhibit herein as if it were set out in full in the text of this Lease.

12.9 Binding Effect. This Lease will be binding upon, and will inure to the benefit of, the Parties and their respective successors, permitted assigns and legal representatives. Nothing in this Section 12.9 shall be construed to waive the conditions elsewhere contained in this Lease applicable to assignment or subletting of the Applicable Premises by the Relevant Asset Owner.

12.10 Amendment. This Lease may not be amended or modified except by an instrument in writing signed by, or on behalf of, each of the Parties hereto. If and to the extent the Relevant Asset Owner may have occupied any portion of the Applicable Premises prior to the date of a Prior Lease without the benefit of any written lease, license or other instrument, the Relevant Asset Owner and the Related Refinery Owner release and waive any claims that such Party may have against the other Party with respect to such prior occupancy.

12.11 No Partnership. The relationship between the Related Refinery Owner and the Relevant Asset Owner at all times shall remain solely that of the landlord and tenant and shall not be deemed a partnership or joint venture.

12.12 No Third Party Beneficiaries. Subject to the provisions Article 10 and Section 12.9. Any Person not a Party to this Lease shall have no rights under this Lease as a third party beneficiary or otherwise.

12.13 Governing Law. THIS LEASE AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE APPLICABLE PREMISES ARE LOCATED WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW RULES THAT WOULD DIRECT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

12.14 Cooperation. The Parties acknowledge that they are entering into a long-term arrangement in which the cooperation of the Related Refinery Owner and the Relevant Asset Owner will be required. If, during the Applicable Term of this Lease, changes in the operations, facilities or methods of either the Related Refinery Owner or the Relevant Asset Owner will materially benefit one of them without detriment to the other, the Related Refinery Owner or the Relevant Asset Owner commit to each other to make reasonable efforts to cooperate and assist each other.

12.15 Further Assurances. The Parties shall execute such additional documents and shall cause such additional actions to be taken as may be required or, in the judgment of any Party, be necessary or desirable, to carry out the purposes of this Lease and to more fully assure the Parties’ rights and interests provided for hereunder. The Parties each agree to reasonably cooperate with the other Parties on all matters relating to the required Permits and regulatory compliance by any Party in respect of the Applicable Premises so as to ensure continued full operation of the Relevant Assets by the Relevant Asset Owner pursuant to the terms of this Lease.

12.16 Waiver of the Related Refinery Owner’s Lien. To the extent permitted by Applicable Law, the Related Refinery Owner hereby expressly waives any and all liens (constitutional, statutory, contractual or otherwise) upon the Relevant Asset Owner’s personal property now or hereafter installed or placed in or on the Applicable Premises, which otherwise might exist to secure payment of the sums herein provided to be paid by the Relevant Asset Owner to the Related Refinery Owner.

12.17 Recording. Upon the request of the Related Refinery Owner or the Relevant Asset Owner, the Related Refinery Owner and the Relevant Asset Owner shall execute, acknowledge, deliver and record a “short form” memorandum of this Lease in a form mutually acceptable to the Related Refinery Owner and the Relevant Asset Owner. Promptly upon request by the Related Refinery Owner at any time following the expiration or earlier termination of this Lease with respect to such Related Refinery Owner and the Relevant Asset Owner, however such termination may be brought about, the Relevant Asset Owner shall execute and deliver to the Related Refinery Owner an instrument, in recordable form, evidencing the termination of this Lease with respect to the Related Refinery Owner and the Relevant Asset Owner and the release by the Relevant Asset Owner of all of the Relevant Asset Owner’s right, title and interest in and to the Applicable Premises existing under and by virtue of this Lease (the “Relevant Asset Owner Release”) and the Relevant Asset Owner grants the Related Refinery Owner an irrevocable power of attorney coupled with an interest for the purpose of executing the Relevant Asset Owner Release in the name of the Relevant Asset Owner. This Section 12.17 shall survive the termination of this Lease.

12.18 Warranty of Peaceful Possession. The Related Refinery Owner covenants and warrants that the Relevant Asset Owner, upon paying the Rent reserved hereunder and observing and performing all of the covenants, conditions and provisions on the Relevant Asset Owner’s part to be observed and performed hereunder, may peaceably and quietly have, hold, occupy, use and enjoy, and, subject to the terms of this Lease, shall have the full, exclusive, and unrestricted use and enjoyment of, all the Applicable Premises during the Applicable Term for the purposes permitted herein, and the Related Refinery Owner agrees to warrant and forever defend title to the Applicable Premises against the claims of any and all persons whomsoever lawfully claiming the same or any part thereof.

12.19 Survival. All obligations of the Related Refinery Owner and the Relevant Asset Owner that shall have accrued under this Lease prior to the expiration or earlier termination hereof shall survive such expiration or termination to the extent the same remain unsatisfied as of the expiration or earlier termination of this Lease. The Related Refinery Owner and the Relevant Asset Owner further expressly agree that all provisions of this Lease which contemplate performance after the expiration or earlier termination hereof shall survive such expiration or earlier termination of this Lease.

12.20 AS IS, WHERE IS. SUBJECT TO ALL OF THE OBLIGATIONS OF RELATED REFINERY OWNER UNDER THIS LEASE INCLUDING THOSE SET FORTH IN ARTICLE 5, ARTICLE 10 AND SECTION 12.18, RELEVANT ASSET OWNER HEREBY ACCEPTS THE APPLICABLE PREMISES “AS IS”, “WHERE IS”, AND “WITH ALL FAULTS”, AND RELATED REFINERY OWNER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, UNDER THIS LEASE AS TO THE PHYSICAL CONDITION OF THE APPLICABLE PREMISES, INCLUDING THE APPLICABLE PREMISES’ MERCHANTABILITY, HABITABILITY, CONDITION, FITNESS, OR SUITABILITY FOR ANY PARTICULAR USE OR PURPOSE.

12.21 Relocation of Pipelines; Amendment. If the Related Refinery Owner elects to move certain pipelines within the Refinery Complex, and such relocation of the pipelines requires relocation of any of the Applicable Assets, then this Lease shall continue in full force and effect; provided, however, the Parties shall execute an amendment hereto reflecting the new location(s) of the Applicable Assets.

12.22 Counterparts. This Lease may be executed in one or more counterparts, and by the Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

12.23 Joinder by Affiliates of Parties. From time to time, an Affiliate of the Relevant Asset Owner who own assets at a refinery (whether now or in the future owned by the Related Refinery Owner or its Affiliate), may desire to become a party to this Lease, upon such terms and conditions that such Relevant Asset Owner (or its Affiliate) and the applicable refinery owner may agree. The joinder of such Relevant Asset Owner’s Affiliate and/or the Related Refinery Owner’s Affiliate to this Agreement shall be effective upon the execution of a joinder agreement (a “Joinder”), in form and substance acceptable to such parties. The Joinder shall specify such Affiliate’s “Applicable Assets,” the “Applicable Term” and the applicable “Rent,” and shall include any provisions unique to such Affiliate’s assets. In executing the Joinder, such parties thereby acknowledge, represent and warrant that they have read and are familiar with the terms and conditions of this Lease and upon execution of the Joinder, and that this Lease is the binding and enforceable obligation of them, modified only as expressly set forth in such Joinder. The Joinder shall be for the sole purpose of joining such Affiliate(s) to this Lease and, except as expressly set forth in the Joinder only with respect to such Affiliate(s), shall not alter, modify or affect any of the terms

or conditions of this Lease as they relate to such Affiliate(s), the Relevant Asset Owners or the Related Refinery Owners, all of which remain in full force and effect.

[Remainder of Page Intentionally Left Blank]

The parties hereto have executed this Amended and Restated Master Lease and Access Agreement to be effective as of the Effective Date.


Related Refinery Owners:

	FRONTIER EL DORADO REFINING LLC
	FRONTIER REFINING LLC
	HOLLY REFINING & MARKETING – TULSA LLC
	HOLLY REFINING & MARKETING COMPANY – WOODS CROSS LLC
	NAVAJO REFINING COMPANY, L.L.C.

	By:	/s/ Douglas S. Aron
	Name:	Douglas S. Aron
	Title:	Executive Vice President and Chief Financial Officer

Relevant Asset Owners:

	EL DORADO LOGISTICS LLC
	EL DORADO OPERATING LLC
	CHEYENNE LOGISTICS LLC
	HEP TULSA LLC

	By:	/s/ Richard L. Voliva III
	Name:	Richard L. Voliva III
	Title:	Vice President and Chief Financial Officer

	HEP WOODS CROSS, L.L.C.
	HEP PIPELINE, L.L.C.

		By:	Holly Energy Partners – Operating, L.P., its sole member

			By:	/s/ Richard L. Voliva III
			Name:	Richard L. Voliva III
			Title:	Vice President and Chief Financial Officer

[Signature Page to Amended and Restated Master Lease and Access Agreement]

Exhibit A

Amended and Restated Master Lease and Access Agreement

Parties

1.	Frontier El Dorado and El Dorado Logistics with respect to the Applicable Premises at the El Dorado Refinery Complex

2.	Frontier Cheyenne and Cheyenne Logistics with respect to the Applicable Premises at the Cheyenne Refinery Complex

3.	Holly Tulsa and HEP Tulsa with respect to the Applicable Premises at the Tulsa Refinery Complex

4.	Holly Woods Cross and HEP Woods Cross with respect to the Applicable Premises at the Woods Cross Refinery Complex

5.	Navajo and HEP Pipeline with respect to the Applicable Premises at the Navajo Refinery Complex

6.	Frontier El Dorado and El Dorado Operating with respect to the Applicable Premises at the El Dorado Refinery Complex

Exhibit A-1

Exhibit B

Amended and Restated Master Lease and Access Agreement

Definitions

“Additional Improvements” is defined in Section 4.1.

“Affiliates” means, with to respect to a specified person, any other person controlling, controlled by or under common control with that first person. As used in this definition, the term “control” includes (i) with respect to any person having voting securities or the equivalent and elected directors, managers or persons performing similar functions, the ownership of or power to vote, directly or indirectly, voting securities or the equivalent representing 50% or more of the power to vote in the election of directors, managers or persons performing similar functions, (ii) ownership of 50% or more of the equity or equivalent interest in any person and (iii) the ability to direct the business and affairs of any person by acting as a general partner, manager or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, the Related Refinery Owners, on the one hand, and the Relevant Asset Owners, on the other hand, shall not be considered Affiliates of each other.

“Ancillary Agreements” means, collectively, any other agreement executed by the Related Refinery Owner and the Relevant Asset Owner in connection with the Relevant Asset Owner’s ownership of the Applicable Assets or the Relevant Asset Owner’s acquisition of the Applicable Assets, as the case may be, each as amended, supplemented or otherwise modified from time to time, and specifically includes the Omnibus Agreement.

“Applicable Assets” means the assets located at a Refinery Complex owned by the Relevant Asset Owner, identified on Exhibit D and any Additional Improvements.

“Applicable Law” means any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement, or other governmental restriction or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued under any of the foregoing by, or any determination of, any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including all of the terms and provisions of the common law of such Governmental Authority), as interpreted and enforced at the time in question.

“Applicable Premises” means those certain tracts or parcels of land on which the Applicable Assets are situated at a Refinery Complex, such land as to each of the Applicable Assets more particularly described or identified on Exhibit E together with all right, title and interest, if any, of the Related Refinery Owner in and to all accretion attaching to the land and any rights to submerged lands or interests in riparian rights or riparian grants owned by the Related Asset Owner and adjoining the land shown on said Exhibit E, but excluding (i) the Applicable Assets, and (ii) the Additional Improvements.

“Applicable Term” means the Applicable Term set forth on Exhibit D for the Applicable Assets as such Applicable Term may be extended from time to time pursuant to Exhibit D.

“Bankruptcy Event” means, in relation to any Party,

(a)

the making of a general assignment for the benefit of creditors by such Party;

Exhibit B-1

(b)

the entering into of any arrangement or composition with creditors as a result of insolvency (other than for the purposes of a solvent reconstruction or amalgamation);

(c)

the institution by such Party of proceedings:

(i) seeking to adjudicate such Party as bankrupt or insolvent or seeking protection or relief from creditors,

(ii) seeking liquidation, winding up, or rearrangement, reorganization or adjustment of such Party or its debts (other than for purposes of a solvent reconstruction or amalgamation), or

(iii) seeking the entry of an order for the appointment of a receiver, trustee or other similar official for such Party or for all or a substantial part of such Party’s assets; or

(d)

the institution of any proceeding of the type described in the third bullet above against such Party, which proceeding shall not have been dismissed within ninety (90) days following its institution.

“Business Day” means any day other than Saturday, Sunday or other day upon which commercial banks in Dallas, Texas are authorized by law to close.

“Casualty Event” is defined in Section 7.3.

“Cheyenne Logistics” means Cheyenne Logistics LLC, a Delaware limited liability company.

“Cheyenne RCRA Order” means that certain administrative order dated September 24, 1990, as transferred to the Wyoming Department of Environmental Quality on March 22, 1995, to which the Cheyenne Refinery Complex is subject.

“Commencement Date” is defined in Exhibit D.

“Connection Facilities” is defined in the Master Site Services Agreement.

“El Dorado Logistics” means El Dorado Logistics LLC, a Delaware limited liability company.

“El Dorado Operating” means El Dorado Operating LLC, a Delaware limited liability company.

“El Dorado RCRA Order” means that certain administrative order to which the El Dorado Refinery Complex is or soon will be subject issued by the U.S. Environmental Protection Agency under Section 3008(h) of the Resource Conservation and Recovery Act.

“Frontier El Dorado” means Frontier El Dorado Refining LLC, a Delaware limited liability company.

“Frontier Cheyenne” means Frontier Refining LLC, a Delaware limited liability company.

“Environmental Law” or “Environmental Laws” means all federal, state, and local laws, statutes, rules, regulations, orders, and ordinances, now or hereafter in effect, relating to protection of the

Exhibit B-2

environment, including the federal Comprehensive Environmental Response, Compensation, and Liability Act, the Superfund Amendments Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Federal Water Pollution Control Act, the Toxic Substances Control Act, the Oil Pollution Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, and other environmental conservation and protection laws, each as amended from time to time.

“Environmental Permit” means a Permit issued under any Environmental Law.

“Hazardous Substances” means (a) any substance that is designated, defined, or classified as a hazardous waste, hazardous material, pollutant, contaminant, or toxic or hazardous substance, or that is otherwise regulated under any Environmental Law, including any hazardous substance as defined under the Comprehensive Environmental Response, Compensation, and Liability Act, and (b) petroleum, crude oil, gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet fuel, and other refined petroleum hydrocarbons.

“HEP Operating” means Holly Energy Partners-Operating, L.P., a Delaware limited partnership.

“HEP Pipeline” means HEP Pipeline, L.L.C., a Delaware limited liability company.

“HEP Tulsa” means HEP Tulsa LLC, a Delaware limited liability company.

“HEP Woods Cross” means HEP Woods Cross, L.L.C., a Delaware limited liability company.

“Holly Tulsa” means Holly Refining & Marketing – Tulsa LLC, a Delaware limited liability company.

“Holly Woods Cross” means Holly Refining & Marketing Company – Woods Cross LLC, a Delaware limited liability company.

“Lease” is defined in the preamble to this Lease.

“Master Site Services Agreement” shall mean the Amended and Restated Master Site Services Agreement among the Related Refinery Owners and the Relevant Asset Owners, dated effective as of the Effective Date hereof.

“Master Throughput Agreement” means the Master Throughput Agreement between HollyFrontier Refining & Marketing LLC and HEP Operating, effective as of January 1, 2015.

“Master Tolling Agreement” means the Master Tolling Agreement (Refinery Assets) dated effective as of the Effective Date hereof between Frontier El Dorado and the Operating Partnership and the Master Tolling Agreement (Operating Assets) dated effective as of the Effective Date hereof between Frontier El Dorado and the Operating Partnership.

“Navajo” means Navajo Refining Company, L.L.C., a Delaware limited liability company.

Exhibit B-3

“Omnibus Agreement” means the Thirteenth Amended and Restated Omnibus Agreement, dated as of the date hereof.

“Original Master Lease and Access Agreement” means that certain Master Lease and Access Agreement effective as of January 1, 2015 among the Related Refinery Owners and the Relevant Asset Owners (except El Dorado Operating).

“Party” and “Parties” has the meanings ascribed to such term in the preamble to this Lease.

“Permits” means all permits, licenses, franchises, authorities, consents, and approvals, as necessary under applicable Laws, including Environmental Laws, for operating the Assets and/or the Applicable Premises.

“Person” means any individual or entity, including any partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, unincorporated organization or Governmental Authority (or any department, agency or political subdivision thereof).

“Post-Maturity Rate” means a rate equal to the lesser of (i) an interest rate equal to the “Prime Rate” as published in The Wall Street Journal, Southwest Edition, in its listing of “Money Rates” plus two percent or (ii) the maximum non-usurious rate of interest permitted to be charged the Relevant Asset Owner under applicable Law.

“Prior Lease” means:


with respect to:

Frontier El Dorado and El Dorado Logistics		Lease and Access Agreement (El Dorado), dated as of November 9, 2011, as amended by the First Amendment to Lease and Access Agreement (El Dorado), dated as of September 13, 2012, as further amended by the Second Amendment to Lease and Access Agreement (El Dorado), dated as of January 8, 2013, as further amended by the Third Amendment to Lease and Access Agreement (El Dorado), dated as of January 7, 2014

Frontier Cheyenne and Cheyenne Logistics		Lease and Access Agreement (Cheyenne), dated as of November 9, 2011, as amended by the First Amendment to Lease and Access Agreement (Cheyenne), dated as of September 13, 2012

Holly Tulsa and HEP Tulsa		First Amended and Restated Lease and Access Agreement (Tulsa East), dated as of March 31, 2010

Holly Woods Cross and HEP Woods Cross		Lease and Access Agreement (Woods Cross), dated as of February 29, 2008 and Lease and Access Agreement (Woods Cross Pipeline Pad), dated as of September 10, 2010

Navajo and HEP Pipeline		Lease and Access Agreement (Artesia), dated as of February 29, 2008 and Lease and Access Agreement (Artesia Pump and Receiving Station), dated as of September 10, 2010

For the avoidance of doubt, “Prior Lease” does not include: (a) Lease and Access Agreement (Lovington) dated as of February 29, 2008, (b) Lease and Access Agreement (Lovington Pump and Receiving Stations) dated as of September 10, 2010, (c) Amended and Restated Lease and Access Agreement (Artesia Truck Rack and Blending Facility) dated as of March 12, 2015, (d) Equipment Sites, Access and Rail Line License Agreement (Tulsa Truck and Rail Equipment – Tulsa County, Oklahoma) dated as of August 1, 2009, and (e) Equipment Sites, Access and License Agreement (Tulsa Interconnecting Pipelines) dated as of August 31, 2011.

Exhibit B-4

“Refinery Complex” means:


with respect to:

Frontier El Dorado, El Dorado Logistics and El Dorado Operating		the refinery complex owned by Frontier El Dorado, commonly known as the El Dorado Refinery, and located in the City of El Dorado, Butler County, Kansas

Frontier Cheyenne and Cheyenne Logistics		the refinery complex owned by Frontier Cheyenne, commonly known as the Cheyenne Refinery, and located in the City of Cheyenne, Laramie County, Wyoming

Holly Tulsa and HEP Tulsa		collectively, the refinery complex owned by Holly Tulsa commonly known as the East Tulsa Refinery, and located in the City of Tulsa, Tulsa County, Oklahoma, and the refinery complex owned by Holly Tulsa commonly known as the West Tulsa Refinery, and located in the City of Tulsa, Tulsa County, Oklahoma

Holly Woods Cross and HEP Woods Cross		the refinery complex owned by Holly Woods Cross, commonly known as the Woods Cross Refinery, and located near the City of Woods Cross, Davis County, Utah

Navajo and HEP Pipeline		the refinery complex owned by Navajo, commonly known as the Navajo Refinery, and located near the City of Artesia, Eddy County, New Mexico

“Related Refinery Owner” means:


with respect to:		Related Refinery Owner

El Dorado Logistics or El Dorado Operating		Frontier El Dorado

Cheyenne Logistics		Frontier Cheyenne

HEP Tulsa		Holly Tulsa

HEP Woods Cross		Holly Woods Cross

HEP Pipeline		Navajo

“Related Refinery Owner’s Parties” is defined in Section 2.2.2.

“Relevant Asset Owner” means:


with respect to:		Relevant Asset Owner

Frontier El Dorado		El Dorado Logistics or El Dorado Operating, as determined by the Applicable Asset

Frontier Cheyenne		Cheyenne Logistics

Holly Tulsa		HEP Tulsa

Holly Woods Cross		HEP Woods Cross

Navajo		HEP Pipeline

“Relevant Asset Owner Release” is defined in Section 12.17.

Exhibit B-5

“Relevant Asset Owner’s Parties” is defined in Section 2.2.1.

“Rent” is defined in Section 2.3.

“Service Assets” is defined in the Master Site Services Agreement as it relates to the Relevant Asset Owner and the Related Refinery Owner.

“Shared Access Facilities” is defined in Section 2.2(a).

“Tankage” means the storage tanks that are included in the Applicable Assets.

“Taxable Assets” is defined in Section 6.1.

“Taxes” means all federal, state and local real and personal property ad valorem taxes, assessments, and other governmental charges, general and special, ordinary and extraordinary, including assessments for public improvements or benefits, any federal, state or local income, gross receipts, withholding, franchise, excise, sales, use, value added, recording, transfer or stamp tax, levy, duty, charge or withholding of any kind, in each case, imposed or assessed by any federal, state or local government, agency or authority, together with any addition to tax, penalty, fine or interest thereon, other than state or U.S. federal income tax imposed upon the taxable income of the Related Refinery Owner and any franchise taxes imposed upon the Related Refinery Owner.

“Third Party” shall mean a Person which is not (a) the Related Refinery Owner or an Affiliate of the Related Refinery Owner, (b) the Relevant Asset Owner or an Affiliate of the Relevant Asset Owner or (c) a Person that, after the signing of this Lease becomes a successor entity of the Related Refinery Owner, the Relevant Asset Owner or any of their respective Affiliates. An employee of the Related Refinery Owner or the Relevant Asset Owner shall not be deemed an Affiliate.

Exhibit B-6

Exhibit C

Amended and Restated Master Lease and Access Agreement

Interpretation

As used in this Lease, unless a clear contrary intention appears

(a) any reference to the singular includes the plural and vice versa, any reference to natural persons includes legal persons and vice versa, and any reference to a gender includes the other gender;

(c) any reference to Articles, Sections and Exhibits are, unless otherwise stated, references to Articles, Sections and Exhibits of or to this Agreement. The headings in this Agreement have been inserted for convenience only and shall not be taken into account in its interpretation;

(e) the Exhibits hereto form an integral part of this Agreement and are equally binding therewith. Any reference to “this Agreement” shall include such Exhibits;

(h) the use of “or” is not intended to be exclusive unless explicitly indicated otherwise;

(i) references to “$” or to “dollars” shall mean the lawful currency of the United States of America; and

(j) The words “includes,” “including,” or any derivation thereof shall mean “including without limitation” or “including, but not limited to.”

Exhibit C-1

Exhibit D

Amended and Restated Master Lease and Access Agreement

Applicable Term and Applicable Assets


Location	Applicable Term¹	Applicable Assets
El Dorado Refinery Complex
For El Dorado Logistics	Commencement Date: November 1, 2011 End Date: November 1, 2061 (midnight)	See Exhibit D-1

For El Dorado Operating	Commencement Date: November 1, 2015 End Date: November 1, 2065 (midnight)	See Exhibit D-8

Cheyenne Refinery Complex	Commencement Date: November 1, 2011 End Date: November 1, 2061 (midnight)	See Exhibit D-2

Tulsa Refinery Complex	Commencement Date: March 31, 2010 End Date: March 31, 2060 (midnight)	See Exhibit D-3

Woods Cross Refinery Complex	Commencement Date: February 29, 2008 End Date: February 28, 2058 (midnight)	Applicable Assets at Woods Cross Refinery Complex (excluding the Woods Cross Pipeline Pad) See Exhibit D-4
Woods Cross Refinery Complex	Commencement Date: September 10, 2010 End Date: February 28, 2058 (midnight)	Woods Cross Pipeline Pad See Exhibit D-5

Navajo Refinery Complex	Commencement Date: February 29, 2008 End Date: February 28, 2058 (midnight)	Applicable Assets at Navajo Refinery Complex (excluding the Truck Rack, the Artesia Blending Station and the Artesia Pump and Receiving Stations) See Exhibit D-6
Navajo Refinery Complex	Commencement Date: September 10, 2010 End Date: February 28, 2058 (midnight)	Artesia Pump and Receiving Stations See Exhibit D-7

At the end of the initial Applicable Term for each Applicable Premises, the term of this Lease as to such Applicable Premises shall be automatically renewed for a maximum of our (4) successive ten-year periods thereafter, subject in all cases to the termination rights set forth in Section 2.1 of the Lease.

Exhibit D

Exhibit D-1

Amended and Restated Master Lease and Access Agreement

Applicable Assets: El Dorado Refinery Complex (for El Dorado Logistics)

1.	The following storage tanks located on the Land described under “Storage Tanks” and “Propane Tank Loading Rack and Tanks 600-621” on Exhibit E-1.


TANK ID NUMBER	CURRENT SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS
1	Naptha	2,885
2	Naptha	2,885
3	ULSD	40,425
15	ULSD	12,422
16	Light Slop	28,880
17	Gasoline	92,740
18	Gasoline	88,600
19	Gasoline	90,733
20	Finish Gasoline	17,961
21	ULSD	120,639
23	ULSD	113,182
24	ULSD	119,269
25	Av Jet	65,117
29	CRU1 Feed	33,723
30	CRU2 Feed	39,417
31	ULSD	23,792
32	Finish Gasoline	74,847
64	Gasoline	17,961

Exhibit D-1


TANK ID NUMBER	CURRENT SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS
65	Gasoline	17,941
66	Naptha	22,582
75	ULS k	24,938
78	ULS k	9,226
127	Heavy Slop	20,504
652	Sour Distilate	90,000
642	HTU2 Chg.	78,511
134	HTU2 Chg.	76,492
649	HTU4 CHg.	100,000
137	Gas Oil/Sour diesel	191,899
138	Gas Oil	194,091
139	Gas Oil	74,792
142	Gas Oil	191,563
143	Gas Oil	191,570
159	Slurry	9,778
167	Slurry	8,908
650	ULSD Dock	36,000
178	Coke Charge/Swing Tank	80,000
192**	Idled	8,908
212	Coker Chg.	76,524
213	Asphalt	77,675
215	AV Jet	67,529
216	Alkylate	72,618

Exhibit D-1


TANK ID NUMBER	CURRENT SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS
218	Gas Oil	77,675
219	Reformate	71,466
220	Swing Tank	71,495
221	Gasoline Swing	71,508
222	Gasoline Swing	71,509
223	Reformate	72,893
224	Jet Fuel	71,534
225	HTU1 Chg, kerosene	28,882
226	Finish Gasoline	27,679
227	Natural Gasoline	27,701
230	Diesel (RAM)	4,780
231	Light Cycle (RAM)	1,923
243	Toluene	11,300
244	Toluene	10,175
250	FCCU Gasoline	75,354
251	FCCU Gasoline	75,968
252	FCCU Gasoline	75,968
253	Natural Gasoline	74,653
254	Isomerate	19,318
255	Isomerate	19,318
256	TEL Wash	950
447	Finish Gasoline	17,730
448	Gasoline	16,109

Exhibit D-1


TANK ID NUMBER	CURRENT SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS
453	Ethanol	5,121
457	HTU3 Chg, LSR	32,690
458	Isomerate	32,690
490	ULSD	116,094
600	Propane	625
601	Propane	625
602	Propane	625
603	Propane	625
604	Propane	625
605	Propane	625
606	Propane	625
607	Propane	625
608	Propane	625
609	Propane	625
610	Propane	625
611	Propane	625
612	Propane	625
613	Propane	625
614	Propane	625
615	Propane	625
616	Propane	625
617	Propane	625
618	Propane	625

Exhibit D-1


TANK ID NUMBER	CURRENT SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS
619	Propane	625
620	Propane	575
621	Propane	100
640	Asphalt	66,859
641	Propane	6,813
643	Sour distillate	90,600
647	Asphalt	76,600
651	Heavy Atmospheric Gas Oil (GASO)	32,000

2.	The Refined Products Truck Loading Rack located on the Land described under “Refined Products Truck Loading Rack” on Exhibit E-1.

3.	The Propane Truck Loading Rack located on the Land described under “Propane Truck Loading Rack” on Exhibit E-1.

Exhibit D-1

Exhibit D-2

Amended and Restated Master Lease and Access Agreement

Applicable Assets: Cheyenne Refinery Complex

1.	The following storage tanks located on the Land described under “Storage Tanks” on Exhibit E-2.


TANK ID NUMBER	CURRENT SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS²
1-107	Intermediate Distillate	69,942
1-013	Coker Distillate	1,914
1-014	Low Sul. Diesel	24,677
1-015	No Lead Gas	24,677
1-016	Ethanol	2,564
1-017	Prem. No Lead Gas	5,034
1-020	FCC Slurry Oil	5,018
1-021	Sweet Naphtha / VRU	9,867
1-027	Slop Oil	4,000
1-028	Biodiesel	5,179
1-029	Coker Gas Oil	10,709
1-032	Diesel	10,124
1-033	Coker Distillate	10,342
1-040	FCC Slurry Oil	10,121
1-048	Coker Distillate	1,341
1-049	Coker Distillate	1,341
1-050	Vacuum Bottoms	67,428

²	Nominal capacity is approximate

Exhibit D-2


TANK ID NUMBER	CURRENT SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS
1-051	Slurry	24,938
1-052	PG 58-28 (Asphalt)	72,017
1-053	FCCU Slurry	13,506
1-054	FCCU Slurry	24,938
1-055	PG 58-28 (Asphalt)	54,499
1-056	Coker feed tank	61,709
1-058	Coker Gas Oil	10,493
1-090	PG 64-22 (Asphalt)	55,954
1-091	PG 58-28 (Asphalt)	55,954
1-093	PG 64-22 (Asphalt)	2,602
1-094	PG 64-22 (Asphalt)	2,602
1-095	PG 64-22 (Asphalt)	2,602
1-106	Naphtha	120,000
1-108	Distillate	107,000
1-117	Vacuum Bottoms	69,942
2-015	Diesel	28,870
2-016	Diesel	28,046
2-017	UC Crack (LCO / Coker Distillate)	28,562
2-020	Gas Oil	10,746
2-021	Gas Oil	10,746
2-022	UC Crack (LCO / Coker Distillate)	9,731

Exhibit D-2


TANK ID NUMBER	CURRENT SERVICE/PRODUCT	NOMINAL CAPACITY, BBLS
2-023	Coker Gas Oil	10,583
2-028	Cat Gas Oil	80,153
2-034	Reformate	23,234
2-035	Alkylate	24,190
2-036	Recovered Oil / Crude slop	5,056
2-060	Burner / Distillate	9,846
2-061	Sweet Naphtha	10,096
2-062	Naphtha	9,970
2-063	Crude HSR	10,096
2-067	Crude LSR	10,093
2-070	Sub Grade No Lead Gas	32,608
2-071	Premium No Lead Gas	32,612
2-072	Crude	80,581
2-073	Crude	80,551
2-074	Crude	79,766
2-075	Finished NL gasoline	80,278
2-100	LSR/LSG	41,978
2-101	Diesel	42,051
2-102	No Lead Gas	80,278
2-104	Reformate	54,749
2-105	Cat Gas Oil	54,954
2-118	Light Straight Run	40,609
2-119	FCCU Cat Gas	40,609
2-161	Finished Diesel	40,485

Exhibit D-2

2.	The Refined Products Truck Loading Rack, including the Vapor Recovery Unit, located on the Land described under “Refined Products Truck Loading Rack” on Exhibit E-2.

3.	The two Propane Loading Spots located on the Land described under “Propane Loading Spots” on Exhibit E-2.

4.	The four Crude Oil LACTS Units located on the Land described under “Crude Oil LACTS Units” on Exhibit E-2.

5.	The Crude Receiving Pipeline located on the Land described under “Crude Receiving Pipeline” on Exhibit E-2.

Exhibit D-2

Exhibit D-3

Amended and Restated Master Lease and Access Agreement

Applicable Assets: Tulsa Refinery Complex

Group 1 Assets located on the land described on Exhibit E-3

1.	The following storage tanks located at the Tulsa East Refinery:


TANK ID	REFINED PRODUCT	CAPACITY (BBLS)
10	ULSD #2 (XT)	37,500
11	ULSD #2 (XT)	37,500
102	Kerosene	37,500
103	Kerosene	37,500
104A	ULSD #2 (XT)	37,500
110	ULSD #1	37,500
111	Kerosene	37,500
115	ULSD #2 (XT)	150,421
215	ULSD #2 (XT)	150,421
116	Kerosene	37,500
117	ULSD #2 (XT)	63,300
450A	Premium Unleaded	12,574
451	USLD #2 (XT)	11,700
452A	USLD #2 (XT)	12,000
464A	Unleaded Regular	73,000
465	Unleaded Regular	79,320
466	Unleaded Regular	79,320
467A	Unleaded Regular	73,000
470A	Unleaded Regular	151,020
472	Unleaded Regular	151,000
473A	Premium Unleaded (ST)	151,020
601	Unleaded Regular	18,634
602	Premium Unleaded (ST)	10,743
603	Out of Service	2,000
605	Ethanol	3,528
606	Empty	500

2.	The Asphalt Truck Loading Rack

3.	The Propane Truck Loading Rack

Exhibit D-3

4.	The Gasoline/Diesel/Jet Fuel Truck Loading Rack

5.	Two Product Delivery Pipelines

Group 2 Assets located on the land described on Exhibit E-3

6.	The following storage tanks located at the Tulsa East Refinery:


TANK ID	CURRENT SERVICE	CAPACITY (BBLS)
1	Crude	130,450
2	Crude	130,000
3	Crude	116,579
8	Crude	130,233
123	CSO	37,500
471	Unleaded Gasoline	71,371
107A	Flux/Asphalt	55,954
108A	Flux/Asphalt	37,500
109	Flux/Asphalt	37,500
125	Flux/Asphalt	37,500
131	Flux/Asphalt	37,500
442	Gasoline blendstock	11,700
445A	Gasoline blendstock	32,787
446	Gasoline blendstock	11,700
444A	Gasoline blendstock	32,832
460	LSR	80,000
461A	LSR	80,000
17	FCCU LCO	37,500
114	Raw Diesel	131,000
9	Raw gas oil	150,260
15	Raw gas oil	130,000
16	Raw gas oil-Sour	151,078
6A	Raw naphtha	69,082
4	Scanfiner feed	120,566
40	Raw gas oil	5,734
41	CSO	4,032
34	Truck loading-64/22 asphalt	11,798
36A	Truck loading-58/28 asphalt	11,500
124A	Flux/Asphalt	37,500
18A	Slop	37,500
31	Slop	15,000
7A	Naptha	69,082
14	Naptha	55,000

7.	The Rail Loading Rack

8.	The Truck Unloading Rack

Exhibit D-3

Exhibit D-4

Amended and Restated Master Lease and Access Agreement

Applicable Assets: Woods Cross Refinery Complex

(excluding the Woods Cross Pipeline Pad)

1.	Crude oil tanks identified as numbers 103, 121 and 126

Exhibit D-4

Exhibit D-5

Amended and Restated Master Lease and Access Agreement

Applicable Assets: Woods Cross Pipeline Pad

1.	12” HEP to UNEV refined products pipeline origin trap and piping, associated SCADA Control building and satellite dish.

2.	8” HEP to Chevron refined products pipeline origin trap and piping.

3.	10” HEP to Pioneer refined products pipeline origin trap and piping.

4.	All equipment, machinery, fixtures and other tangible personal property and improvements used or held for use exclusively in connection with the assets described above, to the extent currently owned by the Relevant Asset Owner.

5.	All other assets used or held for use exclusively in connection with or constituting the assets described above, to the extent owned by the Relevant Asset Owner.

Exhibit D-5

Exhibit D-6

Amended and Restated Master Lease and Access Agreement

Applicable Assets: Navajo Refinery Complex

(excluding the Truck Rack, the Artesia Blending Station and the Artesia Pump and Receiving Stations)

1.	Crude oil tanks identified as numbers 437 and 1225 (replacement tank for tank 439)

Exhibit D-6

Exhibit D-7

Amended and Restated Master Lease and Access Agreement

Applicable Assets: Artesia Pump and Receiving Stations

1.	El Paso 8”/12” Products Pipeline Originating Pump Station

2.	Four Corners 12” Products Pipeline Originating Pump Station

3.	Lovington 8” Pipeline Receiving Station

4.	Lovington 10” Pipeline Receiving Station

5.	Lovington 16” Pipeline Receiving Station

6.	Natural Gas 8” Pipeline Receiving Station

7.	El Paso 6” Pipeline Pump Station

8.	Roswell 4” Pipeline Pump Station

9.	All equipment, machinery, fixtures and other tangible personal property and improvements used or held for use exclusively in connection with the assets described above, to the extent currently owned by the Relevant Asset Owner.

10.	All other assets used or held for use exclusively in connection with or constituting the assets described above, to the extent owned by the Relevant Asset Owner.

Exhibit D-7

Exhibit D-8

Amended and Restated Master Lease and Access Agreement

Applicable Assets: El Dorado Refinery Complex (for El Dorado Operating)

1.	Hydrogen Generation Unit within the El Dorado Refinery Complex. The unit has nameplate capacity to produce 17mm standard cubic feet of hydrogen per day, using a feedstock primarily composed of natural gas (methane).

2.	Naphtha Fractionation Unit within the El Dorado Refinery Complex. The unit has a nameplate capacity of 48,000 barrels per day of naptha feedstock input and produces assorted intermediate and final petroleum products.

Exhibit D-8

Exhibit E

Amended and Restated Master Lease and Access Agreement

Description of Applicable Premises

1.	El Dorado Refinery Complex

[See Exhibit E-1]

2.	Cheyenne Refinery Complex

[See Exhibit E-2]

3.	Tulsa Refinery Complex

[See Exhibit E-3]

4.	Woods Cross Refinery Complex (excluding the Woods Cross Pipeline Pad)

[See Exhibit E-4]

5.	Woods Cross Pipeline Pad

[See Exhibit E-5]

6.	Navajo Refinery Complex (excluding the Truck Rack, the Artesia Blending Station and the Artesia Pump and Receiving Stations)

[See Exhibit E-6]

7.	Artesia Pump and Receiving Stations

[See Exhibit E-7]

For the avoidance of doubt, the Applicable Premises as to Tankage includes only that portion of the land described above upon which the Applicable Assets are situated and does not extend beyond the circular footprint of such Applicable Assets, the legal descriptions set forth herein notwithstanding.

Exhibit E

Exhibit E-1

Amended and Restated Master Lease and Access Agreement

[Legal Description for El Dorado Refinery Complex]

Storage Tanks

Tract 1

(Tanks 1, 2, 3, 15, and 448)

A tract of land lying in the Southeast Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the said Southeast Quarter, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 32°39’24” East a distance of 1,674.34 feet to the POINT OF BEGINNING;

THENCE North 90°00’00” East a distance of 76.12 feet;

THENCE South 01°41’08” East a distance of 193.10 feet;

THENCE South 87°48’56” East a distance of 148.93 feet;

THENCE South 00°58’18” East a distance of 135.27 feet;

THENCE North 87°33’48” West a distance of 160.50 feet;

THENCE North 89°06’29” West a distance of 122.95 feet;

THENCE South 00°20’29” East a distance of 129.20 feet;

THENCE South 89°32’57” West a distance of 97.73 feet;

THENCE North 01°15’33” West a distance of 274.71 feet;

THENCE North 47°02’18” East a distance of 68.31 feet;

THENCE North 90°00’00” East a distance of 102.25 feet;

THENCE North 00°29’09” East a distance of 133.98 feet to the POINT OF BEGINNING.

Said tract of land containing 87,220 square feet or 2.0023 acres more or less.

Exhibit E-1

Tract 2

(Tank 16)

A tract of land lying in the Southeast Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

THENCE South 20°04’17” East a distance of 2,155.66 feet to the POINT OF BEGINNING;

THENCE North 88°49’54” East a distance of 111.73 feet;

THENCE South 00°00’00” West a distance of 104.04 feet;

THENCE North 73°01’07” West a distance of 114.41 feet;

THENCE North 01°54’37” West a distance of 68.39 feet to the POINT OF BEGINNING.

Said tract of land containing 9,512 square feet or 0.2184 acres more or less.

Tract 3

(Tanks 17, 133, 168 and 447)

A tract of land lying in the South Half of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the Southeast Quarter of said Section 10, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 11°35’46” West a distance of 1,415.56 feet to the POINT OF BEGINNING;

THENCE North 88°54’16” East a distance of 969.62 feet;

THENCE South 00°10’29” West a distance of 173.43 feet;

THENCE North 89°52’18” West a distance of 296.67 feet;

THENCE South 00°18’30” East a distance of 135.24 feet;

THENCE South 89°39’45” West a distance of 664.39 feet;

THENCE North 01°40’43” West a distance of 293.51 feet to the POINT OF BEGINNING.

Said tract of land containing 249,588 square feet or 5.7298 acres more or less.

Exhibit E-1

Tract 4

(Tanks 18, 19, 20, 32, 64, 65, 75, 78 and 192)

A tract of land lying in the Southeast Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

THENCE South 21°40’09” East a distance of 271.04 feet to the POINT OF BEGINNING;

THENCE North 90°00’00” East a distance of 393.08 feet;

THENCE North 68°12’37” East a distance of 124.83 feet;

THENCE South 89°29’19” East a distance of 112.89 feet;

THENCE South 00°03’51” East a distance of 753.65 feet;

THENCE North 89°22’39” West a distance of 164.23 feet;

THENCE South 00°37’23” West a distance of 164.14 feet;

THENCE South 88°59’44” West a distance of 101.76 feet;

THENCE North 01°01’21” West a distance of 80.96 feet;

THENCE North 89°41’01” West a distance of 111.36 feet;

THENCE South 00°00’43” East a distance of 221.61 feet;

THENCE North 88°49’10” West a distance of 214.01 feet;

THENCE North 05°15’42” West a distance of 444.99 feet;

THENCE North 01°16’34” East a distance of 565.11 feet to the POINT OF BEGINNING.

Said tract of land containing 547,812 square feet or 12.5760 acres more or less.

Tract 5

(Tanks 21, 23, 24, 25, 31, 132, 225, 226, 227, 490 and 641)

A tract of land lying in the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northeast corner of the said Southwest Quarter, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 88°24’26” West, along the north line of said Southwest Quarter, a distance of 1,325.13 feet;

Exhibit E-1

THENCE South 01°03’34” East a distance of 367.57 feet to the POINT OF BEGINNING;

THENCE North 87°36’17” East a distance of 205.95 feet;

THENCE North 01°21’23” West a distance of 295.87 feet;

THENCE South 89°31’50” East a distance of 254.89 feet;

THENCE South 03°51’33” East a distance of 186.25 feet;

THENCE South 44°13’56” West a distance of 107.82 feet;

THENCE South 00°03’30” West a distance of 349.66 feet;

THENCE North 87°40’25” East a distance of 332.81 feet;

THENCE North 44°22’24” East a distance of 131.44 feet;

THENCE North 02°12’14” West a distance of 271.63 feet;

THENCE South 90°00’00” West a distance of 104.46 feet;

THENCE North 00°57’20” West a distance of 250.58 feet;

THENCE North 88°25’31” East a distance of 383.91 feet;

THENCE South 02°28’23” East a distance of 305.23 feet;

THENCE South 73°43’44” East a distance of 150.78 feet;

THENCE South 07°50’03” East a distance of 396.39 feet;

THENCE South 87°40’29” West a distance of 586.33 feet;

THENCE South 03°00’15” East a distance of 378.52 feet;

THENCE South 88°37’24” West a distance of 660.09 feet;

THENCE North 03°22’06” West a distance of 360.11 feet;

THENCE North 00°47’50” East a distance of 117.28 feet;

THENCE North 34°42’44” West a distance of 71.74 feet;

THENCE North 01°03’34” West a distance of 292.29 feet to the POINT OF BEGINNING.

Said tract of land containing 861,557 square feet or 19.7786 acres more or less.

Exhibit E-1

Tract 6

(Tanks 215, 216 and 220)

A tract of land lying in the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northeast corner of the said Southwest Quarter, from whence the northwest corner of said Southwest Quarter bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 88°24’26” West, along the north line of said Southwest Quarter, a distance of 1,325.13 feet;

THENCE South 01°03’34” East a distance of 659.86 feet;

THENCE South 88°22’51” West a distance of 69.13 feet to the POINT OF BEGINNING;

THENCE South 00°23’41” East a distance of 649.43 feet;

THENCE South 51°54’01” West a distance of 129.14 feet;

THENCE South 01°57’31” East a distance of 116.60 feet;

THENCE South 42°49’35” East a distance of 148.03 feet;

THENCE South 00°18’42” West a distance of 187.73 feet;

THENCE South 88°14’37” West a distance of 301.63 feet;

THENCE North 02°28’43” West a distance of 1,142.50 feet;

THENCE North 88°22’51” East a distance of 344.60 feet to the POINT OF BEGINNING.

Said tract of land containing 348,642 square feet or 8.0037 acres more or less.

Tract 7

(Tanks 219, 221, 222, 223, 224, 250, 251, and 252)

A tract of land lying in the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

THENCE South 88°24’26” West, along the north line of said Southwest Quarter, a distance of 1,325.13 feet;

THENCE South 01°03’34” East a distance of 659.86 feet;

THENCE South 88°22’51” West a distance of 543.81 feet to the POINT OF BEGINNING;

Exhibit E-1

THENCE South 00°13’26” West a distance of 212.34 feet;

THENCE South 50°35’42” West a distance of 96.96 feet;

THENCE South 00°19’06” West a distance of 133.48 feet;

THENCE South 61°15’16” East a distance of 95.60 feet;

THENCE South 02°58’18” East a distance of 1,328.34 feet;

THENCE South 45°00’29” West a distance of 167.07 feet;

THENCE North 82°34’14” West a distance of 168.65 feet;

THENCE North 29°08’28” West a distance of 126.92 feet;

THENCE North 02°25’20” West a distance of 642.84 feet;

THENCE North 89°47’54” West a distance of 350.79 feet;

THENCE North 01°55’16” West a distance of 1,103.08 feet;

THENCE North 88°22’51” East a distance of 686.21 feet to the POINT OF BEGINNING.

Said tract of land containing 998,424 square feet or 22.9207 acres more or less.

Tract 8

(Tank 218)

A tract of land lying in the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

THENCE South 34°03’37” West a distance of 2,849.63 feet to the POINT OF BEGINNING;

THENCE South 88°56’22” East a distance of 86.29 feet;

THENCE South 52°23’25” East a distance of 114.29 feet;

THENCE South 04°00’10” East a distance of 129.69 feet;

THENCE South 87°47’37” West a distance of 262.75 feet;

THENCE North 04°11’10” West a distance of 131.33 feet;

THENCE North 47°12’38” East a distance of 117.57 feet to the POINT OF BEGINNING.

Said tract of land containing 47,374 square feet or 1.0876 acres more or less.

Exhibit E-1

Tract 9

(Tanks 134, 649, 137, 138 and 139)

A tract of land lying in the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

THENCE South 40°38’07” West a distance of 1,838.56 feet to the POINT OF BEGINNING;

THENCE North 89°52’55” East a distance of 626.05 feet;

THENCE South 38°45’27” East a distance of 142.27 feet;

THENCE South 00°34’29” West a distance of 514.76 feet;

THENCE South 37°41’51” West a distance of 200.54 feet;

THENCE South 88°37’07” West a distance of 324.57 feet;

THENCE South 01°24’13” East a distance of 445.50 feet;

THENCE South 87°42’39” West a distance of 227.55 feet;

THENCE North 41°39’02” West a distance of 131.37 feet;

THENCE North 01°20’52” West a distance of 1,059.76 feet;

THENCE North 36°53’11” East a distance of 109.68 feet to the POINT OF BEGINNING.

Said tract of land containing 727,128 square feet or 16.6926 acres more or less.

Tract 10

(Tanks 142 and 143)

A tract of land lying in the Northwest Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the said Northwest Quarter of Section 15, from whence the northwest corner of the Southwest Quarter of Section 10, T26S, R5E, Sixth Principal Meridian bears North 00°55’11” West a distance of 2644.19 feet;

THENCE South 09°57’01” East a distance of 492.35 feet to the POINT OF BEGINNING;

THENCE North 88°29’25” East a distance of 502.80 feet;

THENCE South 62°40’57” East a distance of 63.92 feet;

Exhibit E-1

THENCE South 02°58’50” East a distance of 345.87 feet;

THENCE South 86°20’48” West a distance of 564.35 feet;

THENCE North 02°02’46” West a distance of 397.70 feet to the POINT OF BEGINNING.

Said tract of land containing 216,393 square feet or 4.9677 acres more or less.

Tract 11

(Tanks 254, 255 and 256)

A tract of land lying in the Northwest Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

THENCE South 79°15’07” East a distance of 773.84 feet to the POINT OF BEGINNING;

THENCE North 86°28’46” East a distance of 53.25 feet;

THENCE South 02°46’48” East a distance of 84.29 feet;

THENCE South 00°25’57” East a distance of 216.62 feet;

THENCE South 90°00’00” West a distance of 101.39 feet;

THENCE North 02°37’59” West a distance of 213.57 feet;

THENCE North 85°32’03” East a distance of 52.49 feet;

THENCE North 00°00’00” East a distance of 80.11 feet to the POINT OF BEGINNING.

Said tract of land containing 27,360 square feet or 0.6281 acres more or less.

Tract 12

(Tanks 178, 212, 213, 230, and 231)

A tract of land lying in the Northeast Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the Northwest Quarter of said Section 15, from whence the northwest corner of the Southwest Quarter of Section 10, T26S, R5E, Sixth Principal Meridian bears North 00°55’11” West a distance of 2644.19 feet;

THENCE South 85°06’15” East a distance of 2,940.18 feet to the POINT OF BEGINNING;

Exhibit E-1

THENCE North 86°03’54” East a distance of 311.95 feet;

THENCE North 01°23’53” West a distance of 20.44 feet;

THENCE North 89°55’17” East a distance of 90.83 feet;

THENCE South 05°33’23” East a distance of 56.08 feet;

THENCE South 56°05’10” West a distance of 250.51 feet;

THENCE South 02°24’10” East a distance of 390.70 feet;

THENCE South 88°55’11” West a distance of 200.37 feet;

THENCE North 01°34’52” West a distance of 547.97 feet to the POINT OF BEGINNING.

Said tract of land containing 132,389 square feet or 3.0392 acres more or less.

Tract 13

(Tanks 159 and 167)

A tract of land lying in the Northeast Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

THENCE North 88°43’03” East a distance of 3,230.68 feet to the POINT OF BEGINNING;

THENCE North 84°50’40” East a distance of 88.48 feet;

THENCE South 01°50’55” East a distance of 151.75 feet;

THENCE South 87°42’39” West a distance of 91.86 feet;

THENCE North 00°28’33” West a distance of 147.39 feet to the POINT OF BEGINNING.

Said tract of land containing 13,468 square feet or 0.3092 acres more or less.

Tract 14

(Tanks 243 and 244)

A tract of land lying in the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

Exhibit E-1

THENCE South 02°14’28” West a distance of 2,082.09 feet to the POINT OF BEGINNING;

THENCE South 88°25’54” East a distance of 75.95 feet;

THENCE South 00°14’20” East a distance of 124.74 feet;

THENCE South 90°00’00” West a distance of 50.44 feet;

THENCE North 43°26’26” West a distance of 40.08 feet;

THENCE North 00°54’53” East a distance of 97.72 feet to the POINT OF BEGINNING.

Said tract of land containing 9,302 square feet or 0.2135 acres more or less.

Tract 15

(Tank 127)

A tract of land lying in the Southeast Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

THENCE South 06°28’34” East a distance of 2,059.89 feet to the POINT OF BEGINNING;

THENCE North 88°10’23” East a distance of 71.34 feet;

THENCE South 00°00’00” West a distance of 75.05 feet;

THENCE South 88°06’47” West a distance of 69.07 feet;

THENCE North 01°44’12” West a distance of 75.09 feet to the POINT OF BEGINNING.

Said tract of land containing 5,269 square feet or 0.1210 acres more or less.

Tract 16

(Tanks 29, 30 and 66)

A tract of land lying in the Southeast Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

THENCE South 03°42’00” East a distance of 1,759.51 feet to the POINT OF BEGINNING;

THENCE North 90°00’00” East a distance of 403.67 feet;

Exhibit E-1

THENCE South 00°22’16” East a distance of 330.67 feet;

THENCE North 89°28’46” West a distance of 117.79 feet;

THENCE North 33°56’44” West a distance of 141.90 feet;

THENCE West a distance of 200.23 feet;

THENCE North 02°18’54” West a distance of 212.06 feet to the POINT OF BEGINNING.

Said tract of land containing 103,314 square feet or 2.3718 acres more or less.

Tract 17

(Tank 453)

A tract of land lying in the Southeast Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

THENCE South 23°15’01” East a distance of 2,282.23 feet to the POINT OF BEGINNING;

THENCE North 80°38’00” East a distance of 79.33 feet;

THENCE South 02°43’41” East a distance of 79.83 feet;

THENCE South 87°44’00” West a distance of 76.81 feet;

THENCE North 04°21’13” West a distance of 70.07 feet to the POINT OF BEGINNING.

Said tract of land containing 5,834 square feet or 0.1339 acres more or less.

Tract 18

(Tanks 253)

A tract of land lying in the Northwest Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

THENCE South 86°51’28” East a distance of 958.25 feet to the POINT OF BEGINNING;

THENCE North 87°00’38” East a distance of 220.65 feet;

THENCE South 03°00’49” East a distance of 218.94 feet;

Exhibit E-1

THENCE South 90°00’00” West a distance of 223.64 feet;

THENCE North 02°16’23” West a distance of 207.30 feet to the POINT OF BEGINNING.

Said tract of land containing 47,316 square feet or 1.0862 acres more or less.

Tract 19

(Tanks 457 and 458)

A tract of land lying in the Northwest Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

THENCE South 55°24’56” East a distance of 937.55 feet to the POINT OF BEGINNING;

THENCE North 88°27’38” East a distance of 153.75 feet;

THENCE South 02°19’34” East a distance of 325.75 feet;

THENCE South 89°03’40” West a distance of 151.24 feet;

THENCE North 02°46’32” West a distance of 324.21 feet to the POINT OF BEGINNING.

Said tract of land containing 49,544 square feet or 1.1374 acres more or less.

Tract 20

(Tank 640)

A tract of land lying in the Northeast Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

THENCE North 88°28’37” East a distance of 2,901.96 feet to the POINT OF BEGINNING;

THENCE continuing North 88°28’37” East a distance of 161.88 feet;

THENCE South 01°09’07” East a distance of 166.25 feet;

THENCE South 89°49’48” West a distance of 161.29 feet;

THENCE North 01°21’57” West a distance of 162.44 feet to the POINT OF BEGINNING.

Said tract of land containing 26,553 square feet or 0.6096 acres more or less.

Exhibit E-1

Tract 21

(Tank 647)

A tract of land lying in the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

THENCE South 88°24’26” West, along the north line of said Southwest Quarter, a distance of 869.29 feet;

THENCE South 03°51’33” East a distance of 264.28 feet;

THENCE South 44°13’56” West a distance of 107.82 feet to the POINT OF BEGINNING;

THENCE North 90°00’00” East a distance of 414.78 feet;

THENCE South 02°12’14” East a distance of 242.38 feet;

THENCE South 44°22’24” West a distance of 131.44 feet;

THENCE South 87°40’25” West a distance of 332.81 feet;

THENCE North 00°03’30” East a distance of 349.66 feet to the POINT OF BEGINNING.

Said tract of land containing 139,420 square feet or 3.2006 acres, more or less.

Refined Products Truck Loading Rack

Tract 22

A tract of land lying in the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the southwest corner of the said Southwest Quarter of Section 10, from whence the northwest corner of the Southwest Quarter of Section 10, T26S, R5E, Sixth Principal Meridian bears North 00°55’11” West a distance of 2644.19 feet;

THENCE North 33°26’24” East a distance of 92.46 feet to the POINT OF BEGINNING;

THENCE North 00°54’02” West a distance of 138.96 feet;

Exhibit E-1

THENCE North 06°15’19” West a distance of 148.36 feet;

THENCE North 01°00’00” West a distance of 339.22 feet;

THENCE North 01°59’23” West a distance of 106.61 feet;

THENCE North 89°03’14” East a distance of 359.11 feet;

THENCE South 00°54’13” East a distance of 376.13 feet;

THENCE South 86°14’59” West a distance of 11.84 feet;

THENCE South 00°57’00” East a distance of 387.49 feet;

THENCE South 89°26’08” West a distance of 309.78 feet;

THENCE North 36°44’24” West a distance of 36.56 feet to the POINT OF BEGINNING.

Said tract of land containing 264,128 square feet or 6.0635 acres more or less.

Propane Tank Loading Rack and Tanks 600-621

Tract 23

A tract of land lying in the Southeast Quarter of Section 9, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the southeast corner of the said Southeast Quarter of Section 9, from whence the northeast corner of the Southeast Quarter of Section 9, T26S, R5E, Sixth Principal Meridian bears North 00°55’11” West a distance of 2644.19 feet;

THENCE North 08°04’04” West a distance of 963.22 feet to the POINT OF BEGINNING;

THENCE South 88°56’02” West a distance of 354.67 feet;

THENCE North 01°31’06” West a distance of 361.38 feet;

THENCE North 45°34’52” West a distance of 273.12 feet;

THENCE North 00°53’06” West a distance of 297.39 feet;

THENCE North 88°50’01” East a distance of 548.73 feet;

THENCE South 01°01’16” East a distance of 854.46 feet to the POINT OF BEGINNING.

Said tract of land containing 380,628 square feet or 8.7380 acres more or less.

Exhibit E-1

Tract 24

Tank #651

A tract of land lying in the Northeast Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

THENCE North 88°28’37” East a distance of 3,063.84 feet to the POINT OF BEGINNING;

THENCE continuing North 88°28’37” East a distance of 167.06 feet;

THENCE South 00°28’33” East a distance of 160.96 feet;

THENCE South 86°38’13” West a distance of 165.28 feet;

THENCE North 01°09’07” West a distance of 166.25 feet to the POINT OF BEGINNING.

Said tract of land containing 27,171 square feet or 0.6238 acres more or less.

Tract 25

Tank #643

A tract of land lying in the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

THENCE South 37°02’32” West a distance of 2,428.29 feet to the POINT OF BEGINNING;

THENCE South 36°18’59” East a distance of 131.19 feet;

THENCE South 26°34’51” West a distance of 183.71 feet;

THENCE South 90°00’00” West a distance of 225.00 feet;

THENCE North 00°00’00” East a distance of 270.00 feet;

THENCE North 90°00’00” East a distance of 229.51 feet to the POINT OF BEGINNING.

Said tract of land containing 72,086 square feet or 1.6549 acres more or less.

Exhibit E-1

Tract 26

Refinery Units

Hydrogen Generation Unit

Beginning at the Northwest corner of the HGU-3 Unit Refinery Station S2439’-6”, W2572’-11”; thence S01°35’05”W a distance of 193 feet; thence S88°29’25”E, a distance of 134 feet; thence N01°35’05”E, a distance of 22 feet; thence N88°28’00”W, a distance of 24 feet; thence N01°35’05”E, a distance of 171 feet; thence N88°24’55”W, a distance of 110 feet to the Point of Beginning. Contains 21,749 square feet. See next page.

Exhibit E-1

LOGO

Exhibit E-1

Naphtha Fractionation Unit

Beginning at the Northeast corner of the Fractionator Unit Refinery Station S1259’-4”, W1448’-4”; thence N88°01’22”W, a distance of 56.8’; thence S88°16’33”W, a distance of 125.5 feet; thence S43°02’36”W, a distance of 14.1’; thence S01°43’45”E, a distance of 94.6 feet; thence N88°16’33”E, a distance of 171.3 feet; thence N78°17’00”E, a distance of 21 feet; thence N01°43’27”W, a distance of 97.3 feet to the Point of Beginning. Contains 19,882 square feet. See next page.

Exhibit E-1

LOGO

Exhibit E-1

Exhibit E-2

Amended and Restated Master Lease and Access Agreement

[Legal Description for Cheyenne Refinery Complex]

Refined Products Truck Loading Rack

Parcel 1

(Refined Products Truck Loading Rack)

A parcel situate in the NE1/4 of Section 5, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel defined at the “Refined Products Loading Rack”. The boundary of said parcel being more particularly described as follows:

Beginning at the northeast corner of said parcel, said corner being 2618.15 feet S42°52’48”W of the NE corner of Section 5; thence S77°12’49”E a distance of 263.13 feet (80.201 meters) to a point; thence S26°12’16”E a distance of 367.85 feet (112.122meters) to a point; thence S 63°47’44”W a distance of 250.00 feet (76.200 meters) to a point; thence N26°12’16”W a distance of 533.41 feet (162.584 meters) to a point; thence N63°47’44”E a distance of 45.49 feet (13.864 meters) to the Point of Beginning.

The above parcel of land containing 2.7 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Storage Tanks

Parcel 2

(Tanks 1-013, 1-014, 1-015, 1-016, 1-017, 1-021, 1-027, 1-028,

1-032, 1-033, 1-040, 1-048, 1-049, 1-106, 1-107 and 1-108)

A parcel situate in the NE1/4 of Section 5, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel encompassing the following tanks: 106, 107, 13, 14, 15, 16, 17, 21, 27, 28, 32, 33, 40, 48, 49 and 108. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner, said corner being 2401.59 feet S48°27’49”W of the NE corner of Section 5; thence N63°49’26”E a distance of 220.00 feet (67.056 meters) to a point; thence N26°12’16”W a distance of 100.00 feet (30.48 meters) to a point; thence N63°49’26”E a distance of 245.00 feet (74.676 meters) to a point; thence S26°12’16”E a distance of 634.22 feet (193.311 meters) to a point; thence N63°47’44”E a distance of 85.00 feet (25.908 meters) to a point; thence S26°12’16”E a distance of 90.00 feet (27.432 meters) to a point; thence S63°47’44”W a distance of 90.00 feet (27.432 meters) to a point; thence S26°12’16”E a distance of 195.55 feet (59.603 meters) to a point; thence S63°56’07”W a distance of 50.00 feet (15.240 meters) to a point; thence N26°12’16”W a distance of 195.42 feet (59.566 meters) to a point; thence S63°47’44”W a distance of 75.00 feet (22.860 meters) to a point; thence S26°12’16”E a distance of 85.00 feet (25.908 meters) to a point; thence S63°47’44”W a distance of 189.94 feet (57.893 meters) to a point; thence N26°12’16”W a distance of 85.00 feet (25.908 meters) to a point; thence N63°47’44”E a distance of 100.03 feet (30.490 meters) to a point; thence N26°10’34”W a distance of 90.00 feet (27.432 meters) to a point; thence S63°47’44”W a distance of 100.00 feet (30.480 meters)

Exhibit E-2

to a point; thence N26°10’34”W a distance of 279.49 feet (85.189 meters) to a point; thence S63°47’44”W a distance of 145.28 feet (44.281 meters) to a point; thence N26°12’16”W a distance of 254.96 feet (77.713 meters) to a point, said point being the Point of Beginning.

The above parcel of land containing 6.0 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Parcel 3

(Tank Nos. 1-020, 1-029, 1-050, 1-051, 1-052, 1-053,

1-054, 1-055, 1-056, 1-058, 1-090 and 1-091)

A parcel situate in the NE1/4 of Section 5, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel encompassing the following tanks: 90, 91, 56, 50, 51, 54, 52, 55, 53, 58, 20, and 29. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner, said corner being 1892.53 feet S46°24’53”W of the NE corner of Section 5; to a point; thence N63°44’44”E a distance of 313.33 feet (95.502 meters) to a point; thence S26°03’53”E a distance of 142.48 feet (43.429 meters) to a point; thence N 63°56’07”E a distance of 140.00 feet (42.672 meters) to a point; thence S26°03’53”E a distance of 367.00 feet (111.862 meters) to a point; thence S 26°03’53”E a distance of 184.57 feet (56.257 meters) to a point; thence S 63°47’44”W a distance of 321.63 feet (98.034 meters) to a point; thence N26°12’16”W a distance of 90.00 feet (27.432 meters) to a point; thence N 63°47’44”E a distance of 35.00 feet (10.668 meters) to a point; thence N26°12’16”W a distance of 129.27 feet (39.400 meters) to a point; thence N63°44’44”E a distance of 80.00 feet (24.384 meters) to a point; thence N26°12’16”W a distance of 165.00 feet (50.292 meters) to a point; thence S63°44’44”W a distance of 245.00 feet (74.676 meters) to a point; thence N26°12’16”W a distance of 310.00 feet (94.488 meters) to the Point of Beginning.

The above parcel of land containing 5.1 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Parcel 4

(Tank Nos. 1-093, 1-094, & 1-095)

A parcel situate in the NE1/4 of Section 5, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel encompassing the following Tanks: 93, 94, and 95. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner, said corner being 2051.54 feet S18°10’49”W of the NE corner of Section 5; to a point; thence N63°56’07”E a distance of 80.00 feet (24.384 meters) to a point; thence S26°03’53”E a distance of 70.26 feet (21.415 meters) to a point; thence southeast a distance of 9.74 feet (2.969 meters) along a tangential curve concave northeast having a radius of 3065.00 feet (934.214 meters) and a central angle of 00°10’56”; to a point; thence S63°56’07”W a distance of 80.02 feet (24.389 meters) to a point; thence N26°03’53”W a distance of 80.00 feet (24.384 meters) to the Point of Beginning.

The above parcel of land containing 0.1 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Exhibit E-2

Parcel 6

(Tank Nos. 2-015, 2-016, 2-017, 2-020, 2-021, 2-022, 2-023, 2-028,

2-034, 2-035, 2-036, 2-070, 2-071, 2-100, 2-101, 2-102, 2-104 and 2-105)

A parcel situate in the NE1/4 of Section 5 and the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel encompassing the following tanks: 15, 16, 17, 20, 21, 22, 23, 28, 34, 35, 36, 70, 71, 100, 101, 102, 104, and 105. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner, said corner being 1047.11 feet S39°14’59”W of the NE corner of Section 5; to a point; thence N63°47’10”E a distance of 736.38 feet (224.450 meters) to a point; thence N63°47’10”E a distance of 89.79 feet (27.368 meters) to a point; thence east a distance of 155.88 feet (47.513 meters) along a non-tangential curve concave north having a radius of 6010.00 feet (1831.852 meters) and a central angle of 1°29’10”; to a point; thence S00°00’00”E a distance of 191.71 feet (58.435 meters) to a point; thence S90°00’00”E a distance of 80.00 feet (24.384 meters) to a point; thence S00°00’00”W a distance of 95.00 feet (28.956 meters) to a point; thence N90°00’00”W a distance of 180.00 feet (54.864 meters) to a point; thence S00°00’00”W a distance of 195.00 feet (59.436 meters) to a point; thence N90°00’00”W a distance of 135.00 feet (41.148 meters) to a point; thence S00°00’00”W a distance of 90.00 feet (27.432 meters) to a point; thence N89°41’14”W a distance of 303.77 feet (92.589 meters) to a point; thence S00°18’46”W a distance of 155.00 feet (47.244meters) to a point; thence N82°04’49”W a distance of 169.19 feet (51.570 meters) to a point; thence N26°03’53”W a distance of 419.99 feet (128.014 meters) to the Point of Beginning.

The above parcel of land containing 8.9 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Parcel 7

(Tank Nos. 2-060, 2-061, 2-062, 2-063 and 2-067)

A parcel situate in the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel encompassing the following tanks: 60, 61, 62, 63, 67. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner, said corner being 991.00 feet S09°14’44”E of the NE corner of Section 5; to a point; thence N00°00’00”E a distance of 130.00 feet (39.624 meters) to a point; thence S90°00’00”E a distance of 175.00 feet (53.340 meters) to a point; thence S00°00’00”W a distance of 75.00 feet (22.860 meters) to a point; thence N90°00’00”W a distance of 65.00 feet (19.812 meters) to a point; thence S00°00’00”W a distance of 55.00 feet (16.764 meters) to a point; thence N90°00’00”W a distance of 110.00 feet (33.528 meters) to the Point of Beginning.

The above parcel of land containing 0.4 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Parcel 8

(Tank Nos. 2-072, 2-073, 2-074 and 2-075)

A parcel situate in the NE1/4 of Section 5 and the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel encompassing the

Exhibit E-2

following tanks: 72, 73, 74, and 75. The boundary of said parcel being more particularly described as follows:

Beginning at the northeast corner, said corner being 1448.28 feet S15°00’04”W of the NE corner of Section 5; said corner monumented by a ³⁄₄” x 24” rebar with a 1 ¹⁄₂” aluminum cap stamped PE PLS 9283; thence N63°56’07”E a distance of 147.49 feet (44.956 meters) to a point; thence S26°03’53”E a distance of 245.00 feet (74.676 meters) to a point; thence N63°56’07”E a distance of 220.00 feet (67.056 meters) to a point; thence S26°03’53”E a distance of 400.00 feet (121.920 meters) to a point; thence S63°56’07”W a distance of 160.00 feet (48.768 meters) to a point; thence N26°03’53”W a distance of 310.00 feet (94.488 meters) to a point; thence S63°56’07”W a distance of 207.49 feet (63.244 meters) to a point; thence N26°03’53”W a distance of 269.50 feet (82.144 meters) to a point; thence N26°03’53”W a distance of 65.50 feet (19.964 meters) to the Point of Beginning.

The above parcel of land containing 2.7 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Crude Oil LACTS Units

Parcel 5

(Four Crude Oil LACTS Units)

A parcel situate in the NE1/4 of Section 5, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel encompassing the “Crude LACTS Unit”. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner, said corner being 1435.52 feet S27°15’55”W of the NE corner of Section 5; to a point; thence N63°56’07”E a distance of 160.00 feet (48.768 meters) to a point; thence S67°32’22”E a distance of 135.21 feet (41.212 meters) to a point; thence S47°28’57”W a distance of 260.20 feet (79.310 meters) to a point; thence N26°03’53”W a distance of 175.00 feet (53.340 meters) to the Point of Beginning.

The above parcel of land containing 0.7 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Propane Loading Spots

Parcel 9

(Two Propane Loading Spots)

A parcel situate in the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel defined as the “LPG Loading & Unloading Dock”. The boundary of said parcel being more particularly described as follows:

Beginning at the northeast corner, said corner being 3728.67 feet S74°53’31”W of the NE corner of Section 4; thence S02°52’25”W a distance of 200.00 feet (60.960 meters); thence N87°07’35”W a distance of 50.00 feet (15.240 meters); thence N02°52’25”E a distance of 200.00 feet (60.960 meters); thence S87°07’35”E a distance of 50.00 feet (15.240 meters) to the Point of Beginning.

Exhibit E-2

The above parcel of land containing 0.2 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Crude Receiving Pipeline

Parcel 10

(Pipeline Easement)

A parcel situate in the NW1/4 of Section 4 and the NE1/4 of Section 5, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel defined at the “Pipeline Easement”. The boundary of said parcel being more particularly described as follows:

Beginning at the northeast corner of said parcel, said corner being 527.07 feet S04°36’50”W of the NE corner of Section 5; thence S85°00’51”E a distance of 57.02 feet (17.379 meters) to a point; thence S00°38’13”W a distance of 598.12 feet (182.309 meters) to a point; thence S88°54’22”W a distance of 41.07 feet (12.519 meters) to a point; thence S02°20’56”W a distance of 70.33 feet (21.436 meters) to a point; thence N87°39’04”W a distance of 9.17 feet (2.796 meters) to a point; thence S23°42’20”W a distance of 70.42 feet (21.464 meters) to a point; thence S60°19’01”E a distance of 44.53 feet (13.572 meters) to a point; thence S09°52’15”E a distance of 134.30 feet (40.935 meters) to a point; thence S04°08’32”E a distance of 86.91 feet (26.490 meters) to a point; thence S65°23’34”W a distance of 93.43 feet (28.477 meters) to a point; thence S24°36’26”E a distance of 13.79 feet (4.203 meters) to a point; thence S78°18’41”E a distance of 58.03 feet (17.686 meters) to a point; thence S11°41’19”W a distance of 20.00 feet (6.096 meters) to a point; thence N78°18’41”W a distance of 43.34 feet (13.209 meters) to a point; thence S24°36’26”E a distance of 62.13 feet (18.938 meters) to a point; thence S61°54’06”W a distance of 56.80 feet (17.314 meters) to a point; thence N27°08’41”W a distance of 32.02 feet (9.760 meters) to a point; thence S63°29’56”W a distance of 47.36 feet (14.436 meters) to a point; thence N50°44’04”W a distance of 22.69 feet (6.916 meters) to a point; thence N39°15’56”E a distance of 20.00 feet (6.096 meters) to a point; thence S50°44’04”E a distance of 9.76 feet (2.975 meters) to a point; thence N63°29’55”E a distance of 71.65 feet (21.838 meters) to a point; thence N25°02’54”W a distance of 53.17 feet (16.205 meters) to a point; thence N77°38’15”W a distance of 110.08 feet (33.552 meters) to a point; thence N29°58’48”W a distance of 25.55 feet (7.786 meters) to a point; thence N56°07’26”E a distance of 17.11 feet (5.214 meters) to a point; thence N11°55’04”W a distance of 25.72 feet (7.838 meters) to a point; thence N56°55’04”W a distance of 7.69 feet (2.344 meters) to a point; thence N33°04’56”E a distance of 20.00 feet (6.096 meters) to a point; thence S56°55’04”E a distance of 15.98 feet (4.869 meters) to a point; thence S11°55’04”E a distance of 55.35 feet (16.870 meters) to a point; thence S77°38’15”E a distance of 85.38 feet (26.025 meters) to a point; thence N65°23’34”E a distance of 91.95 feet (28.028 meters) to a point; thence N04°08’32”W a distance of 72.03 feet (21.953 meters) to a point; thence N09°52’15”W a distance of 123.88 feet (37.759 meters) to a point; thence N60°19’01”W a distance of 53.12 feet (16.192 meters) to a point; thence N23°42’20”E a distance of 109.85 feet (33.483 meters) to a point; thence N02°20’56”E a distance of 61.93 feet (18.876 meters) to a point; thence N88°54’22”E a distance of 40.50 feet (12.345 meters) to a point; thence N00°38’13”E a distance of 560.18 feet (170.744 meters) to a point; thence N85°00’51”W a distance of 38.48 feet (11.729 meters) to a point; thence N04°59’07”E a distance of 20.00 feet (6.096 meters) to the Point of Beginning.

The above parcel of land containing 0.8 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Exhibit E-2

Parcel 11

(Tank No. 1-117)

A parcel situate in the NE1/4 of Section 5, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. The boundary of said parcel being more particularly described as follows:

Beginning at the northeast corner of said parcel, said corner being 1466.20 feet S41°06’46”W of the NE corner of Section 5; thence S26°03’53”E a distance of 142.48 feet to a point; thence S63°56’07”E a distance of 140.00 feet to a point; thence N26°03’53”W a distance of 142.48 feet to a point; thence N63°56’07”E a distance of 140.00 feet to the Point of Beginning.

The above parcel of land containing 0.46 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Parcel 12

(Tank #2-118)

A parcel situate in the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner of said parcel, said corner being 783.85 feet S09°29’20”E of the NW corner of Section 4; thence N90°00’00”E a distance of 102.50 feet to a point; thence S00°00’00”E a distance of 102.50 feet to a point; thence N90°00’00”W a distance of 102.50 feet to a point; thence N00°00’00”E a distance of 102.50 feet to the Point of Beginning.

The above parcel of land containing 0.24 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Parcel 13

(Tank #2-119)

Beginning at the northeast corner of said parcel, said corner being 976.71 feet S07°36’10”E of the NW corner of Section 4; thence S00°00’00”E a distance of 10.00 feet to a point; thence N90°00’00”E a distance of 30.00 feet to a point; thence S00°00’00”E a distance of 130.00 feet to a point; thence N90°00’00”W a distance of 165.27 feet to a point; thence N0°06’42”E a distance of 140.00 feet to a point; thence N90°00’00”E a distance of 135.00 feet to the Point of Beginning.

The above parcel of land containing 0.52 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Exhibit E-2

PARCEL 14

Tank #2-161

Beginning at the northwest corner of said parcel, said corner being 905.77 feet S14°49’22"E of the NW corner of Section 4; thence N90°00’00"E a distance of 102.50 feet to a point; thence S00°00’00"E a distance of 102.50 feet to a point; thence N90°00’00"W a distance of 102.5 feet to a point; thence N00°00’00"E a distance of 102.50 feet to the Point of Beginning.

The above parcel of land containing 0.24 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Exhibit E-2

Exhibit E-3

Amended and Restated Master Lease and Access Agreement

[Legal Description for Tulsa Refinery Complex]

HEP AREA 1

A tract of land lying in the East Half of the Northwest Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States government survey thereof, and being more particularly described as follows:

COMMENCING at southwest corner of the East Half of the Northwest Quarter of said Section 23;

THENCE North 00°54’11” West, along the west line of the East Half of the Northwest Quarter of said Section 23, a distance of 50.00 feet to the POINT OF BEGINNING;

THENCE continuing North 00°54’11” West, along said west line, a distance of 568.06 feet;

THENCE North 89°30’18” East a distance of 209.09 feet;

THENCE North 46°07’38” East a distance of 26.81 feet;

THENCE North 00°05’25” West a distance of 70.74 feet;

THENCE North 89°24’48” East a distance of 133.17 feet;

THENCE South 00°05’25” East a distance of 87.50 feet;

THENCE North 89°24’48” East a distance of 138.57 feet;

THENCE South 39°08’10” East a distance of 13.47 feet;

THENCE South 01°06’24” East a distance of 559.60 feet to a point on the northerly right-of-way line of West 35^th Place as established by that certain QUIT CLAIM DEED in favor of Tulsa County recorded in Book 240, Page 133, Tulsa County records;

THENCE South 89°29’57” West, along said northerly right-of-way line, a distance of 510.53 feet to the POINT OF BEGINNING.

Said tract containing 301,738 square feet or 6.9270 acres more or less.

Exhibit E-3

HEP AREA 2

A tract of land lying in the Northeast Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States government survey thereof, and being more particularly described as follows:

COMMENCING at southwest corner of the East Half of the Northwest Quarter of said Section 23;

THENCE North 89°29’57” East, along the south line of the Northwest Quarter of said Section 23, a distance of 1,329.11 feet to the southwest corner of the Northeast Quarter of said Section 23;

THENCE North 00°58’58” West, along the west line of the said Northeast Quarter, a distance of 2,650.41 feet to the northwest corner of the said Northeast Quarter;

THENCE North 89°15’56” East, along the north line of said Northeast Quarter, a distance of 142.62 feet;

THENCE South 00°42’27” East a distance of 15.00 feet to the POINT OF BEGINNING;

THENCE North 89°17’33” East a distance of 100.00 feet;

THENCE South 00°42’27” East a distance of 63.39 feet;

THENCE South 89°17’33” West a distance of 100.00 feet;

THENCE North 00°42’27” West a distance of 63.39 feet to the POINT OF BEGINNING.

Said tract containing 6,339 square feet or 0.1455 acres more or less.

HEP AREA 2A (Tank 36A)

A tract of land lying in the Northeast Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, and being more particularly described as follows:

COMMENCING at the northwest corner of said Northeast Quarter;

THENCE North 89°17’34” East, along the north line of said Northeast Quarter, a distance of 54.77 feet;

THENCE South 00°58’59” East a distance of 194.44 feet to the POINT OF BEGINNING;

THENCE North 89°01’01” East a distance of 100.00 feet;

THENCE South 00°58’59” East a distance of 110.00 feet;

THENCE South 89°01’01” West a distance of 100.00 feet;

THENCE North 00°58’59” West a distance of 110.00 feet to the POINT OF BEGINNING.

Said tract of land containing 11,000 square feet or 0.2525 acres more or less.

Exhibit E-3

HEP AREA 3

COMMENCING at southwest corner of the East Half of the Northwest Quarter of said Section 23;

THENCE North 00°54’11” West, along the west line of the East Half of the Northwest Quarter of said Section 23, a distance of 1,626.70 feet;

THENCE North 89°05’49” East a distance of 506.89 feet to the POINT OF BEGINNING;

THENCE North 00°44’21” West a distance of 801.29 feet;

THENCE North 85°18’00” East a distance of 84.27 feet;

THENCE South 83°31’38” East a distance of 117.32 feet;

THENCE South 77°40’15” East a distance of 167.89 feet;

THENCE South 82°22’57” East a distance of 82.28 feet;

THENCE South 00°09’34” West a distance of 740.74 feet;

THENCE South 89°01’16” West a distance of 433.79 feet to the POINT OF BEGINNING.

Said tract containing 343,387 square feet or 7.8831 acres more or less.

HEP AREA 4

A tract of land lying in the East Half of the Southwest Quarter of Section 14, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States government survey thereof, and being more particularly described as follows:

COMMENCING at northwest corner of the East Half of the Southwest Quarter of said Section 14;

THENCE South 01°13’44” East, along the west line of the East Half of the Southwest Quarter of said Section 14, a distance of 737.49 feet to the POINT OF BEGINNING;

THENCE North 89°55’05” East a distance of 264.65 feet;

THENCE North 01°21’11” West a distance of 401.49 feet;

THENCE North 88°59’11” East a distance of 401.89 feet;

THENCE South 01°15’38” East a distance of 401.87 feet;

THENCE North 89°05’13” East a distance of 387.71 feet;

THENCE South 01°05’02” East a distance of 1,179.39 feet;

Exhibit E-3

THENCE South 89°05’59” West a distance of 387.07 feet;

THENCE North 01°30’14” West a distance of 795.92 feet;

THENCE South 88°04’21” West a distance of 395.99 feet;

THENCE South 01°21’23” East a distance of 787.85 feet;

THENCE South 89°19’45” West a distance of 265.47 feet to a point on the west line of the East Half of the Southwest Quarter of said Section 14;

THENCE North 01°13’44” West, along said west line, a distance of 1,180.67 feet to the POINT OF BEGINNING.

Said tract containing 1,087,366 square feet or 24.9625 acres more or less.

HEP AREA 5

A tract of land lying in the Southeast Quarter of Section 14, and Government Lots 5 and 6 of Section 13, all in Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States government survey thereof, and being more particularly described as follows:

COMMENCING at the northeast corner of the Southeast Quarter of said Section 14;

THENCE South 01°17’59” East, along the common line between said Sections 14 and 13, a distance of 712.02 feet to the POINT OF BEGINNING;

THENCE North 89°41’22” East a distance of 298.19 feet;

THENCE South 16°36’34” East a distance of 394.53 feet;

THENCE South 11°29’12” East a distance of 374.39 feet;

THENCE South 88°37’53” West a distance of 538.01 feet;

THENCE South 00°10’17” East a distance of 375.72 feet;

THENCE North 88°36’24” East a distance of 409.94 feet;

THENCE South 00°36’51” East a distance of 253.54 feet;

THENCE South 69°21’44” West a distance of 246.03 feet;

THENCE North 86°19’14” West a distance of 98.24 feet;

THENCE South 63°37’26” West a distance of 218.69 feet;

THENCE South 58°35’58” West a distance of 258.38 feet;

THENCE North 22°01’14” West a distance of 130.35 feet;

Exhibit E-3

THENCE North 02°27’32” West a distance of 421.71 feet;

THENCE North 00°55’39” West a distance of 1,127.66 feet;

THENCE North 85°45’23” East a distance of 225.17 feet;

THENCE North 89°41’22” East a distance of 244.09 feet to the POINT OF BEGINNING.

Said tract containing 1,108,516 square feet or 25.4480 acres more or less.

HEP AREA 6

A tract of land lying in the Southeast Quarter of Section 14, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States government survey thereof, and being more particularly described as follows:

COMMENCING at the northeast corner of the Southeast Quarter of said Section 14;

THENCE South 01°17’59” East, along the east line of the Southeast Quarter of said Sections 14, a distance of 1,300.40 feet;

THENCE South 88°42’01” West a distance of 878.08 feet to the POINT OF BEGINNING;

THENCE South 89°17’16” West a distance of 128.55 feet;

THENCE North 00°08’03” East a distance of 318.24 feet;

THENCE East a distance of 122.24 feet;

THENCE South 01°00’16” East a distance of 316.69 feet to the POINT OF BEGINNING.

Said tract containing 39,805 square feet or 0.9138 acres more or less.

HEP OTHER ASSETS

A tract of land lying in the East Half of the Northwest Quarter and the Northeast Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, and being more particularly described as follows:

COMMENCING at the northeast corner of the said Northwest Quarter, said point also being the northwest corner of the said Northeast Quarter;

THENCE South 00°58’59” East, along the common line between the Northwest Quarter and the Northeast Quarter, a distance of 564.68 feet to the POINT OF BEGINNING;

THENCE North 88°53’33” East a distance of 13.95 feet;

THENCE South 00°50’02” East a distance of 1,507.22 feet;

Exhibit E-3

THENCE South 89°42’24” West a distance of 188.15 feet;

THENCE North 00°38’14” West a distance of 291.81 feet;

THENCE South 88°54’13” West a distance of 209.06 feet;

THENCE South 01°49’49” East a distance of 268.80 feet;

THENCE South 87°29’45” West a distance of 115.41 feet;

THENCE South 00°12’20” West a distance of 266.41 feet;

THENCE South 89°05’12” West a distance of 316.77 feet;

THENCE North 01°06’24” West a distance of 282.09 feet;

THENCE continuing North 01°06’24” West a distance of 271.57 feet;

THENCE North 86°34’04” West a distance of 80.75 feet;

THENCE South 89°03’38” West a distance of 427.05 feet to a point on the west line of the East Half of the said Northwest Quarter;

THENCE North 00°54’11” West, along said west line, a distance of 1,550.38 feet;

THENCE South 89°26’14” East a distance of 367.80 feet;

THENCE North 87°38’43” East a distance of 141.55 feet;

THENCE South 00°44’21” East a distance of 801.29 feet;

THENCE North 89°01’16” East a distance of 433.79 feet;

THENCE North 00°09’34” East a distance of 447.85 feet;

THENCE North 88°53’33” East a distance of 377.19 feet to the POINT OF BEGINNING.

Said tract containing 1,856,282 square feet or 42.6144 acres more or less.

A tract of land lying in the East Half of the Southwest Quarter and the Southeast Quarter of Section 14, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States government survey thereof, and being more particularly described as follows:

COMMENCING at the southeast corner of the said East Half of the Southwest Quarter, said point also being the southwest corner of the said Southeast Quarter;

THENCE North 01°14’16” West, along the common line between the said Southeast and Southwest Quarter a distance of 1,127.81 feet to the POINT OF BEGINNING;

Exhibit E-3

THENCE South 88°43’23” West a distance of 273.63 feet;

THENCE North 01°05’02” West a distance of 787.59 feet;

THENCE North 01°30’42” West a distance of 402.41 feet;

THENCE North 87°22’40” East a distance of 209.33 feet;

THENCE South 86°32’11” East a distance of 50.14 feet;

THENCE South 57°19’41” East, passing at 17.12 feet the common line between the said Southwest Quarter and the Southeast Quarter, and continuing for a total distance of 41.07 feet;

THENCE South 00°55’38” East a distance of 1,167.85 feet;

THENCE South 88°43’23” West a distance of 13.55 feet to the POINT OF BEGINNING.

Said tract containing 344,581 square feet or 7.9105 acres more or less.

A tract of land lying in Government Lot 6 of Section 13 and the Southeast Quarter of Section 14, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as follows:

COMMENCING at the northeast corner of the Southeast Quarter of said Section 14;

THENCE South 01°17’58” East, along the common line between said Sections 13 and 14, a distance of 1,466.75 feet to the POINT OF BEGINNING;

THENCE North 88°37’53” East a distance of 337.54 feet;

THENCE South 00°36’51” East a distance of 375.50 feet;

THENCE South 88°36’24” West a distance of 409.94 feet;

THENCE North 00°10’17” West a distance of 375.72 feet;

THENCE North 88°37’53” East a distance of 69.49 feet to the POINT OF BEGINNING.

Said tract of land containing 153,409 square feet or 3.5218 acres more or less.

A tract of land lying in the East Half of the Southwest Quarter of Section 14, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as follows:

COMMENCING at southeast corner of the Southwest Quarter of said Section 14;

Exhibit E-3

THENCE South 89°17’34” West, along the south line of the said Southwest Quarter, a distance of 273.89 feet;

THENCE North 00°42’26” West a distance of 319.04 feet to the POINT OF BEGINNING;

THENCE South 88°42’44” West a distance of 394.78 feet;

THENCE South 88°24’34” West a distance of 382.43 feet;

THENCE North 02°48’56” West a distance of 422.64 feet;

THENCE North 01°21’23” West a distance of 787.85 feet;

THENCE North 88°04’21” East a distance of 395.99 feet;

THENCE South 01°30’14” East a distance of 795.92 feet;

THENCE North 89°05’59” East a distance of 387.07 feet;

THENCE South 01°45’27” East a distance of 414.21 feet to the POINT OF BEGINNING.

Said tract containing 640,567 square feet or 14.7054 acres more or less.

A tract of land lying in the Southeast Quarter of Section 14, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as follows:

COMMENCING at southwest corner of the Southeast Quarter of said Section 14;

THENCE North 01°14’16” West, along the west line of the said Southeast Quarter, a distance of 737.88 feet;

THENCE North 88°45’44” East a distance of 118.42 feet to the POINT OF BEGINNING;

THENCE North 00°59’42” West a distance of 366.36 feet;

THENCE North 88°29’12” East a distance of 120.43 feet;

THENCE South 80°02’26” East a distance of 119.54 feet;

THENCE South 73°20’45” East a distance of 75.84 feet;

THENCE South 01°58’57” East a distance of 306.59 feet;

THENCE South 83°09’10” West a distance of 151.16 feet;

THENCE South 89°04’44” West a distance of 164.96 feet to the POINT OF BEGINNING.

Said tract containing 109,842 square feet or 2.5216 acres more or less.

Exhibit E-3

COMMENCING at the northeast corner of the said Southeast Quarter;

THENCE South 01°17’57” East, along the east line of said Southeast Quarter, a distance of 712.02 feet;

THENCE South 89°41’22” West a distance of 244.09 feet;

THENCE South 85°45’23” West a distance of 225.17 feet;

THENCE South 00°55’39” East a distance of 750.57 feet;

THENCE South 88°36’18” West a distance of 405.16 feet;

THENCE South 03°01’49” East a distance of 172.35 feet;

THENCE South 01°12’31” East a distance of 149.87 feet;

THENCE South 88°25’52” West a distance of 134.78 feet;

THENCE South 01°55’23” East a distance of 206.29 feet to the POINT OF BEGINNING;

THENCE North 89°02’26” East a distance of 111.41 feet;

THENCE South 07°07’38” West a distance of 40.12 feet;

THENCE South 02°41’42” East a distance of 52.93 feet;

THENCE South 89°19’36” West a distance of 105.80 feet;

THENCE North 01°56’12” West a distance of 92.11 feet to the POINT OF BEGINNING.

Said tract of land containing 9,850 square feet or 0.2261 acres more or less.

COMMENCING at the northeast corner of the said Southeast Quarter;

THENCE South 01°17’57” East, along the east line of said Southeast Quarter, a distance of 712.02 feet;

THENCE South 89°41’22” West a distance of 244.09 feet;

THENCE South 85°45’23” West a distance of 225.17 feet to the POINT OF BEGINNING;

THENCE South 00°55’39” East a distance of 750.57 feet;

Exhibit E-3

THENCE South 88°36’18” West a distance of 405.16 feet;

THENCE South 03°01’49” East a distance of 172.35 feet;

THENCE South 01°12’31” East a distance of 149.87 feet;

THENCE South 88°25’52” West a distance of 134.78 feet;

THENCE North 01°03’05” West a distance of 494.30 feet;

THENCE North 89°17’16” East a distance of 128.55 feet;

THENCE North 01°00’16” West a distance of 316.69 feet;

THENCE continuing North 01°00’16” West a distance of 273.01 feet;

THENCE North 88°59’37” East a distance of 392.66 feet;

THENCE South 64°59’40” East a distance of 15.02 feet to the POINT OF BEGINNING.

Said tract of land containing 372,460 square feet or 8.5505 acres more or less.

COMMENCING at the northwest corner of said Northeast Quarter;

THENCE North 89°17’34” East, along the north line of said Northeast Quarter, a distance of 366.03 feet;

THENCE South 00°42’26” East a distance of 212.66 feet to the POINT OF BEGINNING;

THENCE North 89°01’01” East a distance of 60.00 feet;

THENCE South 00°58’59” East a distance of 110.00 feet;

THENCE South 89°01’01” West a distance of 60.00 feet;

THENCE North 00°58’59” West a distance of 110.00 feet to the POINT OF BEGINNING.

Said tract containing 6,600 square feet or 0.1515 acres more or less.

Exhibit E-3

COMMENCING at the northwest corner of said Northeast Quarter;

THENCE North 89°17’34” East, along the north line of said Northeast Quarter, a distance of 260.93 feet;

THENCE South 00°42’26” East a distance of 193.45 feet to the POINT OF BEGINNING;

THENCE North 89°01’01” East a distance of 70.00 feet;

THENCE South 00°58’59” East a distance of 340.00 feet;

THENCE South 89°01’01” West a distance of 70.00 feet;

THENCE North 00°58’59” West a distance of 340.00 feet to the POINT OF BEGINNING.

Said tract containing 23,800 square feet or 0.5464 acres more or less.

A tract of land lying in the Southeast Quarter of Section 14 and the Northeast Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as follows:

COMMENCING at southwest corner of the Southeast Quarter of said Section 14, said point also being the the northwest corner of the Northeast Quarter of said Section 23;

THENCE North 89°17’34” East, along the common line between said Sections 14 and 23, a distance of 883.82 feet to the POINT OF BEGINNING;

THENCE North 01°24’27” West a distance of 1,388.91 feet;

THENCE North 08°33’08” East a distance of 170.84 feet;

THENCE South 81°26’52” East a distance of 20.00 feet;

THENCE South 08°33’08” West a distance of 10.00 feet;

THENCE North 81°26’52” West a distance of 10.00 feet;

THENCE South 08°33’08” West a distance of 38.55 feet;

THENCE South 01°24’27” East a distance of 596.53 feet;

THENCE North 88°35’33” East a distance of 25.00 feet;

THENCE South 01°24’27” East a distance of 25.00 feet;

THENCE South 88°35’33” West a distance of 25.00 feet;

THENCE South 01°24’27” East a distance of 334.27 feet;

THENCE North 88°35’33” East a distance of 61.00 feet;

Exhibit E-3

THENCE South 01°24’27” East a distance of 15.00 feet;

THENCE South 88°35’33” West a distance of 61.00 feet;

THENCE South 01°24’27” East, passing at 537.21 feet the common line between said Sections 14 and 23, and continuing for a total distance of 610.32 feet;

THENCE South 05°22’04” West a distance of 183.62 feet;

THENCE South 01°15’33” East a distance of 475.90 feet;

THENCE North 88°44’27” East a distance of 5.00 feet;

THENCE South 01°15’33” East a distance of 20.00 feet;

THENCE South 88°44’27” West a distance of 15.00 feet;

THENCE North 01°15’33” West a distance of 751.70 feet to the POINT OF BEGINNING.

Said tract containing 58,733 square feet or 1.3483 acres more or less.

A tract of land lying in the East Half of the Northwest Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as follows:

COMMENCING at the northeast corner of the said Northwest Quarter

THENCE South 89°17’34” West, along the north line of the said Northwest Quarter, a distance of 316.92 feet;

THENCE South 00°42’26” East a distance of 12.00 feet to the POINT OF BEGINNING;

THENCE South 00°42’26” East a distance of 30.00 feet;

THENCE South 89°17’34” West a distance of 140.00 feet;

THENCE North 00°42’26” West a distance of 30.00 feet;

THENCE North 89°17’34” East a distance of 140.00 feet to the POINT OF BEGINNING.

Said tract containing 4,200 square feet or 0.0964 acres more or less.

Exhibit E-3

Exhibit E-4

Amended and Restated Master Lease and Access Agreement

[Legal Description for Woods Cross Refinery Complex (excluding the Woods Cross Pipeline Pad)]

LEGAL DESCRIPTION FOR TANK 103:

BEGINNING AT A POINT NORTH 89°47’37” EAST 1214.48 FEET ALONG THE SECTION LINE AND NORTH 17.43 FEET FROM THE SOUTHWEST CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST SALT LAKE BASE AND MERIDIAN AND RUNNING THENCE WEST 127.59 FEET; THENCE NORTH 114.20 FEET; THENCE EAST 127.59 FEET; THENCE SOUTH 114.20 FEET TO THE POINT OF BEGINNING.

CONTAINS 0.33 ACRES

THE BASIS OF BEARING FOR THE ABOVE DESCRIPTION IS NORTH 89°26’13” EAST BETWEEN THE FOUND MONUMENT AT THE INTERSECTION OF 500 SOUTH AND 1100 WEST AND THE FOUND MONUMENT AT THE INTERSECTION OF 500 SOUTH AND 800 WEST.

LEGAL DESCRIPTION FOR TANK 121:

BEGINNING AT A POINT NORTH 89°47’37” EAST 1245.39 FEET ALONG THE SECTION LINE AND NORTH 530.12 FEET FROM THE SOUTHWEST CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST SALT LAKE BASE AND MERIDIAN AND RUNNING THENCE WEST 243.16 FEET; THENCE NORTH 181.87 FEET; THENCE EAST 243.16 FEET; THENCE SOUTH 181.87 FEET TO THE POINT OF BEGINNING.

CONTAINS 1.02 ACRES

LEGAL DESCRIPTION FOR TANK 126:

BEGINNING AT A POINT NORTH 89°47’37” EAST 1160.50 FEET ALONG THE SECTION LINE AND NORTH 364.64 FEET FROM THE SOUTHWEST CORNER SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST SALT LAKE BASE AND MERIDIAN AND RUNNING THENCE WEST 200.60 FEET; THENCE NORTH 15°16’07” EAST 148.03 FEET; THENCE EAST 161.62 FEET; THENCE SOUTH 142.81 FEET TO THE POINT OF BEGINNING.

CONTAINS 0.59 ACRES

Exhibit E-4

Exhibit E-5

Amended and Restated Master Lease and Access Agreement

[Legal Description for Woods Cross Pipeline Pad]

12” HEP to UNEV Refined Products Pipeline Origin Trap and Piping,

Associated SCADA Control Building,

and Satellite Dish

A PART OF THE SOUTHWEST QUARTER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, DAVIS COUNTY, STATE OF UTAH, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT WHICH LIES NORTH A DISTANCE OF 385.36 FEET AND EAST A DISTANCE OF 496.23 FEET FROM THE SOUTHWEST CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, SAID SOUTHWEST CORNER OF SECTION 24 LIES SOUTH 89°26’58” WEST 2462.29 FEET AND NORTH 544.10 FEET FROM THE MONUMENT LOCATED AT THE INTERSECTION OF 500 SOUTH STREET AND 800 WEST STREET (BASIS OF BEARING BEING SOUTH 89°49’33” WEST 2708.26 FEET ALONG MONUMENT LINE BETWEEN THE MONUMENT LOCATED AT THE INTERSECTION OF 500 WEST STREET AND 500 SOUTH STREET AND THE MONUMENT LOCATED AT INTERSECTION OF 800 WEST STREET AND 500 SOUTH STREET) AND RUNNING THENCE SOUTH 80°44”25” EAST 195.16 FEET; THENCE SOUTH 09°13”37” WEST 175.44 FEET; THENCE NORTH 80°55”06” WEST 193.45 FEET; THENCE NORTH 08°40”05” EAST 176.05 FEET, MORE OR LESS, TO THE POINT OF BEGINNING.

CONTAINS: 34,147 SQ. FT., OR 0.784 ACRES, MORE OR LESS, AS DESCRIBED.

8” HEP to Chevron Refined Products Pipeline Origin Trap and Piping

A PART OF THE SOUTHWEST QUARTER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE I WEST, SALT LAKE BASE AND MERIDIAN, DAVIS COUNTY, STATE OF UTAH, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT WHICH LIES NORTH A DISTANCE OF 83.09 FEET AND EAST A DISTANCE OF 860.40 FEET FROM THE SOUTHWEST CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, SAID SOUTHWEST CORNER OF SECTION 24 LIES SOUTH 89°26’58” WEST 2462.37 FEET AND NORTH 562.11 FEET FROM THE MONUMENT LOCATED AT THE INTERSECTION OF 500 SOUTH STREET AND 800 WEST STREET (BASIS OF BEARING BEING SOUTH 89°49’33” WEST 2708.26 FEET ALONG MONUMENT LINE BETWEEN THE MONUMENT LOCATED AT THE INTERSECTION OF 500 WEST STREET AND 500 SOUTH STREET AND THE MONUMENT LOCATED AT THE INTERSECTION OF 800 WEST STREET AND 500 SOUTH STREET) AND RUNNING THENCE NORTH 09°00’09” WEST 22.50 FEET; THENCE NORTH 80°59’51” WEST 10.00 FEET, MORE OR LESS, TO THE POINT OF BEGINNING.

CONTAINS: 225 SQ. FT., OR 0.005 ACRES, MORE OR LESS, AS DESCRIBED.

Exhibit E-5

A PART OF THE SOUTHWEST QUARTER OF SECTION 24 AND THE SOUTHEAST QUARTER OF SECTION 23, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, DAVIS COUNTY, STATE OF UTAH, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

A 15 FOOT WIDE PIPELINE EASEMENT, BEING 7.5 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:

BEGINNING AT A POINT WHICH LIES NORTH A DISTANCE OF 83.09 FEET AND EAST A DISTANCE OF 860.40 FEET AND SOUTH 80°59’51” EAST A DISTANCE OF 1.61 FEET FROM THE SOUTHWEST CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, SAID SOUTHWEST CORNER OF SECTION 24 LIES SOUTH 89°26’58” WEST 2462.37 FEET AND NORTH 562.11 FEET FROM THE MONUMENT LOCATED AT THE INTERSECTION OF 500 SOUTH STREET AND 800 WEST STREET (BASIS OF BEARING BEING SOUTH 89°49’33” WEST 2708.26 FEET ALONG MONUMENT LINE BETWEEN THE MONUMENT LOCATED AT THE INTERSECTION OF 500 WEST STREET AND 500 SOUTH STREET AND THE MONUMENT LOCATED AT THE INTERSECTION OF 800 WEST STREET AND 500 SOUTH STREET) AND RUNNING

THENCE SOUTH 10°15’42” WEST 11.42 FEET;

THENCE SOUTH 38°28’34” WEST 2.43 FEET;

THENCE NORTH 77°53’59” WEST 9.48 FEET;

THENCE NORTH 81°09’17” WEST 9.21 FEET;

THENCE SOUTH 08°54’28” WEST 585.03 FEET, MORE OR LESS, TO THE NORTHERLY

RIGHT OF WAY LINE OF 500 SOUTH STREET ON THE SOUTHERLY LINE OF

GRANTOR’S LAND AND TERMINATING.

CONTAINS: 9,284 SQ. FT., OR 0.213 ACRES, MORE OR LESS, AS DESCRIBED.

10” HEP to Pioneer Refined Products Pipeline Origin Trap and Piping

A PART OF THE SOUTHWEST QUARTER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, DAVIS COUNTY, STATE OF UTAH, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT WHICH LIES NORTH A DISTANCE OF 2.01 FEET AND EAST A DISTANCE OF 1471.29 FEET FROM THE SOUTHWEST CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, SAID SOUTHWEST CORNER OF SECTION 24 LIES SOUTH 89°26’58” WEST 2462.37 FEET AND NORTH 562.11 FEET FROM THE MONUMENT LOCATED AT THE INTERSECTION OF 500 SOUTH STREET AND 800 WEST STREET (BASIS OF BEARING BEING SOUTH 89°49’33” WEST 2708.26 FEET ALONG MONUMENT LINE BETWEEN THE MONUMENT LOCATED AT THE INTERSECTION OF 500 WEST STREET AND 500 SOUTH STREET AND THE MONUMENT LOCATED AT THE INTERSECTION OF 800 WEST STREET AND 500 SOUTH STREET) AND RUNNING THENCE SOUTH 20.00 FEET; THENCE WEST 20.00 FEET; THENCE NORTH 20.00 FEET; THENCE EAST 20.00 FEET, MORE OR LESS, TO THE POINT OF BEGINNING.

CONTAINS: 400 SQ. FT., OR 0.009 ACRES, MORE OR LESS, AS DESCRIBED.

Exhibit E-5

A PART OF THE SOUTHWEST QUARTER OF SECTION 24 AND THE SOUTHEAST

QUARTER OF SECTION 23, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE

AND MERIDIAN, DAVIS COUNTY, STATE OF UTAH, BEING MORE PARTICULARLY

DESCRIBED AS FOLLOWS:

A 15 FOOT WIDE PIPELINE EASEMENT, BEING 7.5 FEET ON EACH SIDE OF THE

FOLLOWING DESCRIBED CENTERLINE:

BEGINNING AT A POINT WHICH LIES NORTH A DISTANCE OF 2.01 FEET AND EAST A DISTANCE OF 1471.29 FEET AND SOUTH A DISTANCE OF 15.00 FEET FROM THE SOUTHWEST CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, SAID SOUTHWEST CORNER OF SECTION 24 LIES SOUTH 89°26’58” WEST 2462.37 FEET AND NORTH 562.11 FEET FROM THE MONUMENT LOCATED AT THE INTERSECTION OF 500 SOUTH STREET AND 800 WEST STREET (BASIS OF BEARING BEING SOUTH 89°49’33” WEST 2708.26 FEET ALONG MONUMENT LINE BETWEEN THE MONUMENT LOCATED AT THE INTERSECTION OF 500 WEST STREET AND 500 SOUTH STREET AND THE MONUMENT LOCATED AT THE INTERSECTION OF 800 WEST STREET AND 500 SOUTH STREET) AND RUNNING

THENCE SOUTH 89°42’44” EAST 8.43 FEET;

THENCE SOUTH 88°37’20” EAST 5.98 FEET;

THENCE SOUTH 87°53’57” EAST 12.65 FEET;

THENCE SOUTH 44°38’30” EAST 19.46 FEET;

THENCE SOUTH 01°52’26” WEST 16.78 FEET;

THENCE SOUTH 00°13’11” EAST 78.46 FEET;

THENCE SOUTH 00°16’47” WEST 90.70 FEET;

THENCE SOUTH 00°12’31” WEST 75.84 FEET;

THENCE SOUTH 00°06’34” EAST 48.54 FEET;

THENCE SOUTH 00°00’05” EAST 83.16 FEET;

THENCE SOUTH 00°10’32” EAST 76.59 FEET, MORE OR LESS, TO THE NORTHERLY RIGHT OF WAY LINE OF 500 SOUTH STREET ON THE SOUTHERLY LINE OF GRANTOR’S LAND AND TERMINATING.

CONTAINS: 7,749 SQ. FT., OR 0.178 ACRES, MORE OR LESS, AS DESCRIBED.

Exhibit E-5

Exhibit E-6

Amended and Restated Master Lease and Access Agreement

[Legal Description for Navajo Refinery Complex (excluding the Truck Rack, the Artesia Blending Station and the Artesia Pump and Receiving Stations)]

Exhibit E-6

LOGO

Exhibit E-6

Exhibit E-7

Amended and Restated Master Lease and Access Agreement

[Legal Description for Artesia Pump and Receiving Stations]

El Paso 8”/12” Products Pipeline Originating Pump Station;

Four Corners 12” Products Pipeline Originating Station;

Lovington 8” Pipeline Receiving Station;

Lovington 10” Pipeline Receiving Station;

Lovington 16” Pipeline Receiving Station; and

Natural Gas 8” Pipeline Receiving Station

A TRACT OF LAND LOCATED IN SECTION 9, TOWNSHIP 17 SOUTH, RANGE 26 EAST, N.M.P.M., EDDY COUNTY, NEW MEXICO AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT WHICH LIES N.00°03’12”E., 1,550.98 FEET AND S.89°56’39”E., 1,357.30 FEET FROM THE SOUTHWEST CORNER OF SAID SECTION 9; THENCE N.00°37’05”W., 273.20 FEET; THENCE S.89°41’31”E., 30.10 FEET; THENCE S.00°22’11”W., 57.00 FEET; THENCE S.89°54’09”E., 110.00 FEET; THENCE N.01°28’56”W., 71.10 FEET; THENCE N.89°59’36”E., 159.90 FEET; THENCE N.00°04’44”W., 117.00 FEET; THENCE S.88°15’46”E., 159.20 FEET; THENCE S.01°15’48”W., 399.70 FEET; THENCE N.89°56’19”W., 445.00 FEET TO THE POINT OF BEGINNING. SAID TRACT OF LAND CONTAINING 3.1906 ACRES, MORE OR LESS.

El Paso 6” Pipeline Pump Station

A TRACT OF LAND LOCATED IN SECTION 9, TOWNSHIP 17 SOUTH, RANGE 26 EAST, N.M.P.M., EDDY COUNTY, NEW MEXICO AND BEING MORE PARTICULARLY DESCRIBED HEREIN AS FOLLOWS:

BEGINNING AT A POINT WHICH LIES IN N.00°03’12”E., 2,000.73 FEET AND S.89°55’55”E., 209.55 FEET FROM THE SOUTHWEST CORNER OF SAID SECTION 9; THENCE N.89°48’19”E., 128.13 FEET; THENCE S.00°02’29”E., 307.18 FEET; THENCE S.88°50’31”W., 102.17 FEET; THENCE N.04°34’06”W., 74.10 FEET; THENCE N.89°31’37”W., 12.60 FEET; THENCE N.0l°52’38”W., 235.00 FEET TO THE POINT OF BEGINNING. SAID TRACT OF LAND CONTAINING 0.8467 ACRES, MORE OR LESS.

Roswell 4” Pipeline Pump Station

A TRACT OF LAND LOCATED IN SECTION 9, TOWNSHIP 17 SOUTH, RANGE 26 EAST, N.M.P.M., EDDY COUNTY, NEW MEXICO AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT WHICH LIES S.00°03’12”W., 1,705.65 FEET AND S.89°56’48”E., 110.28 FEET FROM THE NORTHWEST CORNER OF SAID SECTION 9; THENCE S.89°45’19”E., 64.10 FEET; THENCE S.00°00’10”W., 36.00 FEET; THENCE N.89°45’19”W., 64.10 FEET; THENCE N.00°00’10”E., 36.00 FEET TO THE POINT OF BEGINNING. SAID TRACT OF LAND CONTAINING 0.0530 ACRES, MORE OR LESS.

Exhibit E-7

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