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): March 6, 2008 (February 29, 2008)

HOLLY ENERGY PARTNERS, L.P.

(Exact name of Registrant as specified in its charter)

Delaware	001-32225	20-0833098
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

100 Crescent Court,
Suite 1600
Dallas, Texas
(Address of principal executive offices) 75201-6915
(Zip code)

Registrant’s telephone number, including area code: (214) 871-3555

Not applicable
(Former name or former address, if changed since last report)

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:

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

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

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

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

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Item 1.01 Entry into a Material Definitive Agreement.

Pipelines and Tankage Agreement

     On February 29, 2008 in connection with the closing of the transactions contemplated by the Purchase and Sale Agreement (the “Purchase and Sale Agreement”), dated as of February 25, 2008, among Holly Corporation (“Holly”) and Holly Energy Partners, L.P. (the “Partnership,” and together with Holly, the “Parties”), the Parties entered into a 15-year pipelines and tankage agreement (the “Agreement”). The Agreement may be extended by the mutual agreement of the Parties, provided that the Party desiring to extend the Agreement provides the other Party with at least 12 months written notice of its request to extend the Agreement. In the event the Agreement is terminated without renewal, Holly will have a limited right of first refusal for one year following such termination to enter into a new agreement with the Partnership on commercial terms that substantially match the terms offered to the Partnership by a third-party. Holly will also have a right of first refusal to purchase the pipelines and tankage assets should the Partnership decide to sell them in the future. All capitalized terms not defined herein have the meaning assigned to them in the Agreement.

     Under the Agreement, Holly agrees to ship (1) on the crude oil trunk pipelines an amount of crude oil in the aggregate having a quantity and consistency that will produce revenue to the Partnership in an amount at least equal to $13,552,450 annually; (2) on the crude oil gathering pipelines an amount of crude oil in the aggregate that will produce revenue to the Partnership in an amount at least equal to $8,688,750 annually; (3) on the Woods Cross Pipelines an amount of crude oil and refined product that will, in the aggregate, produce revenue to the Partnership in an amount at least equal to $730,000 annually; and (4) on the Roswell Products Pipeline an amount of refined product in the aggregate that will produce revenue to the Partnership in an amount at least equal to $35,000 per quarter (collectively, the “Minimum Pipeline Revenue Commitment”). The amount of the tariffs will be adjusted upward on July 1 of each year commencing on July 1, 2008, by an amount equal to the percentage change, if any, between the two immediately preceding calendar years, in the FERC Oil Pipeline Index. If that index is no longer published, Holly and the Partnership shall negotiate in good faith and agree on a new index that gives comparable protection from inflation and the same method of adjustment for increases in the new index will be used to calculate increases in the Minimum Pipeline Revenue Commitment.

     During the term of the Agreement, Holly shall pay the Partnership throughput fees associated with certain refinery tankage in the amount of $184,000 per month (the “Tankage Revenue Commitment”) in exchange for the Partnership providing to Holly 613,333 barrels per month of crude oil storage capacity at the refinery tankage. The amount of the Tankage Revenue Commitment will be adjusted upward on July 1 of each year commencing on July 1, 2008, by an amount equal to the percentage change, if any, between the two immediately preceding calendar years, in the FERC Oil Pipeline Index. If that index is no longer published, Holly and the Partnership shall negotiate in good faith and agree on a new index that gives comparable protection from inflation and the same method of adjustment for increases in the new index will be used to calculate increases in the Tankage Revenue Commitment.

     At Holly’s request, the Partnership will be required to use its commercially reasonable efforts to transport by pipeline for Holly each month during the term of the Agreement: (i) 79,000 bpd of crude oil on the crude oil trunk pipelines; (ii) (A) from the Effective Date until the fifth anniversary of the Effective Date, 50,000 bpd of crude oil on the crude oil gathering pipelines; (B) from the fifth anniversary of the Effective Date until the tenth anniversary of the Effective Date, 47,500 bpd of crude oil on the crude oil gathering pipelines; and (C) from the tenth anniversary of the Effective Date until the expiration of the term of the Agreement, 45,000 bpd of crude oil on the crude oil gathering pipelines; (iii) transport on the Woods Cross pipelines at least 8,000 bpd of crude oil and refined product; and (iv) to transport on the Roswell Products Pipeline at least 36,000 bpq of refined product.

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     If Holly fails to meet its Minimum Pipeline Revenue Commitment or Tankage Revenue Commitment in any quarter, it will be required to pay to the Partnership a deficiency payment upon the later of: (a) ten days after their receipt of notice of such deficiency and (b) 30 days following the end of the related contract quarter. If disagreements regarding any deficiency payment cannot be resolved among the Parties within 30 days following the payment of such deficiency payment, the parties shall submit any and all disputed matters to arbitration in accordance with the terms of the Agreement.

     Holly will, during the period that commences on the Effective Time and ends 5 years thereafter (the “Initial Tank Inspection Period”), reimburse the Partnership for the actual costs incurred by the Partnership in performing the first regularly scheduled API 653 inspection conducted after the Effective Time of the tanks included within the tankage assets (the “Initial Tank Inspections”), and any repairs or tests or consequential remediation that may be required to be made to such tankage assets as a result of any discovery made during the Initial Tank Inspections; provided, however, that (i) Holly is not obligated to reimburse the Partnership for any costs associated with or arising from any inspection of Relocated Tank 437 or Replacement Tank 439, and (ii) upon expiration of the Initial Tank Inspection Period, all of the obligations of Holly relating to the Initial Tank Inspections shall terminate, except that the Initial Tank Inspection Period shall be extended if, and only to the extent that (a) inaccessibility of the tankage assets 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 (b) Holly received notice from the Partnership regarding such delay at the time it occurred.

     If new laws or regulations are enacted that require the Partnership to make capital expenditures with respect to the pipeline and tankage assets, the Partnership may amend the tariff rates to recover its costs of complying with these new laws or regulations (including a reasonable rate of return). The Parties will be required to negotiate in good faith to mitigate the costs associated with any such new laws and to determine the amount of the new tariff rate.

     Either Party may temporarily suspend its obligations under the Agreement during the occurrence of an event that is outside its control and renders its performance impossible for at least 30 days. An event with a duration of longer than one year will allow either of the Parties to terminate the Agreement.

     Pursuant to the Agreement, Holly will not challenge, or cause others to challenge or assist others in challenging the Partnership’s tariff rates for the term of the Agreement. At the termination of the Agreement, Holly will be free to challenge, or to cause others to challenge or assist others in challenging, the Partnership’s tariff rates.

     During the term of the Agreement, the Partnership will not reverse the direction of any pipeline asset without Holly’s consent. Holly has the right to reverse the direction of the pipeline assets, so long as it reimburses the Partnership for the additional costs and expenses the Partnership incurs as a result of changing the direction of the pipeline assets and pays a flow reversal rate of $0.40 per barrel for any product shipped in a reversed direction on the pipeline assets. Such flow reversal rates will be adjusted each year at a rate equal to the percentage change in the producer price index.

     Holly’s obligations under the Agreement will not terminate if Holly and its affiliates no longer own the Partnership’s general partner. The Agreement may be assigned to a third party with the prior written consent of the non-assigning Party, provided such consent will not be unreasonably withheld. The Parties may also assign the Agreement to an affiliate or a third party lender or debt holder without the prior written consent of the non-assigning Party.

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

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Mortgages and Deeds of Trust

     On February 29, 2008 in connection with the closing of the transactions contemplated by the Purchase and Sale Agreement (the “Closing”), two of the Partnership’s wholly-owned subsidiaries, HEP Pipeline, L.L.C. and HEP Woods Cross, L.L.C. (the “HEP Subsidiaries”), which, following the Closing, own the pipeline and tankage assets transferred pursuant to the Purchase and Sale Agreement (the “Pipeline and Tankage Assets”), entered into six separate mortgages and deeds of trust (the “Mortgages”) for the benefit of Holly (one Mortgage for each of the six counties in which the pipeline and tankage assets are located). The Mortgages grant Holly a second priority lien on the assets to secure the Partnership’s performance under the Agreement. In the event that the HEP Subsidiaries default on their obligations under the Mortgages, Holly has the right, subject to the rights of the Partnership’s senior lenders under (i) their respective first-lien mortgages and (ii) the subordination and non-disturbance agreements entered into between Holly and the Partnership’s senior lenders, to take possession of and/or operate the Pipeline and Tankage Assets and to appoint a receiver for the Pipeline and Tankage Assets. Events of default under the Mortgages include (i) the failure of the HEP Subsidiaries to perform their obligations under the Mortgages, (ii) the Partnership’s failure to perform specified obligations under the Agreement and (iii) certain bankruptcy-related events. The Partnership also agreed to protect the lien status of the Mortgages and not to further encumber the assets except for certain customary permitted encumbrances, which include liens in favor of the Partnership’s senior lenders.

     The description of the Mortgages herein is qualified by reference to the copies of the Mortgages, filed as Exhibits 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7 to this report, which are incorporated by reference into this report in their entirety.

Item 2.01 Completion of Acquisition or Disposition of Assets.

     On February 29, 2008, the Partnership completed the acquisition of the Pipeline and Tankage Assets (the “Acquisition”) from Holly pursuant to the terms of the Purchase and Sale Agreement and the documents related thereto. The Pipeline and Tankage Assets primarily consist of certain crude oil trunk lines and gathering lines, product and crude oil pipelines and tankage that service Holly’s Lovington and Artesia, New Mexico refining facilities and Woods Cross refining facilities, near Salt Lake City, Utah, as well as a leased jet fuel terminal. The crude oil trunk line assets consist of the Lovington Delivery System, which is an 80 mile system composed of five separate pipelines that service the Lovington refining facility and several associated crude oil storage tanks, and the Artesia Delivery System, which is a 56 mile system composed of eight separate pipelines that service the Artesia refining facility and several associated crude oil storage tanks. The crude gathering operations are located in West Texas and Southeast New Mexico and consist of 47 miles of crude gathering pipelines, over 675 miles of lease connection pipelines, and an additional 22 crude oil tanks. The products pipeline assets consist of a 36 mile pipeline currently dedicated to jet fuel transportation between the Artesia refining facility and a leased jet fuel terminal at Roswell, New Mexico, a 4 mile pipeline dedicated to transporting refined products from the Woods Cross refining facility to the Chevron Pipeline, and a 2 mile pipeline currently dedicated to transporting refined products from the Woods Cross refining facility to the Pioneer Pipeline. The assets also include a 4 mile pipeline dedicated to crude oil transportation from the Chevron Pipeline to the Woods Cross refining facility. The leased jet fuel terminal that is included in the pipeline and tankage assets is leased from the City of Roswell pursuant to a lease agreement expiring in September 2011 that may be renewed for an additional five year term.

     The purchase price was $180 million, which consisted of approximately $171 million in cash and common units of the Partnership valued at approximately $9 million. On February 25, 2008, Holly

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Energy Partners — Operating, L.P., as the Borrower (the “Borrower”), the Guarantors party thereto, Union Bank of California, N.A., as the Administrative Agent (the “Agent”), and the Banks party thereto (the “Banks”), entered into that certain Agreement and Amendment No. 1 to Amended and Restated Credit Agreement (the “Amendment”) which amended certain terms of the Amended and Restated Credit Agreement among the Borrower, the Agent and the Banks dated as of August 27, 2007. The Amended and Restated Credit Agreement was used to finance the cash payment of $171 million for the Acquisition.

     The consideration for the Acquisition was determined pursuant to negotiations between Holly and the conflicts committee of the Partnership, which is comprised solely of independent outside directors.

     In addition to the relationship between the Parties created under the Agreement, Holly owns 7,000,000 subordinated units and 290,000 common units of the Partnership, representing a 46% ownership interest in the Partnership, including the 2% general partner interest, by which Holly indirectly owns and controls the general partner of the Partnership. Additionally, the Parties have certain commercial relationships as further described in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2007.

     Historically, the Pipeline and Tankage Assets that the Partnership has acquired from Holly have been operated as part of its more extensive transportation, terminalling, crude oil and refined and intermediate products operations. As a result, Holly did not maintain separate financial statements for these assets.

Item 9.01 Financial Statements and Exhibits.

10.1	—	Pipelines and Tankage Agreement, dated as of February 29, 2008 among Holly Corporation, Navajo Pipeline Co., L.P., Navajo Refining Company, L.L.C., Woods Cross Refining Company, L.L.C., Holly Energy Partners, L.P., Holly Energy Partners — Operating, L.P., HEP Pipeline, L.L.C., and HEP Woods Cross, L.L.C.
10.2	—	Mortgage, Line of Credit Mortgage and Deed of Trust, dated February 29, 2008, by HEP Pipeline, L.L.C. for the benefit of Holly Corporation.
10.3	—	Mortgage, Line of Credit Mortgage and Deed of Trust, dated February 29, 2008, by HEP Pipeline, L.L.C. for the benefit of Holly Corporation.
10.4	—	Mortgage, Line of Credit Mortgage and Deed of Trust, dated February 29, 2008, by HEP Pipeline, L.L.C. for the benefit of Holly Corporation.
10.5	—	Mortgage and Deed of Trust, dated February 29, 2008, by HEP Pipeline, L.L.C. for the benefit of Holly Corporation.
10.6	—	Mortgage and Deed of Trust, dated February 29, 2008, by HEP Pipeline, L.L.C. for the benefit of Holly Corporation.
10.7	—	Fee and Leasehold Deed of Trust, dated February 29, 2008, by HEP Woods Cross, L.L.C. for the benefit of Holly Corporation.

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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 thereunto 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/ Bruce R. Shaw
		Bruce R. Shaw
		Senior Vice President and Chief Financial Officer

Date: March 6, 2008

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EXHIBIT INDEX

Exhibit
Number		Exhibit Title
10.1	—	Pipelines and Tankage Agreement, dated as of February 29, 2008, among Holly Corporation, Navajo Pipeline Co., L.P., Navajo Refining Company, L.L.C., Woods Cross Refining Company, L.L.C., Holly Energy Partners, L.P., Holly Energy Partners — Operating, L.P., HEP Pipeline, L.L.C., and HEP Woods Cross, L.L.C.
10.2	—	Mortgage, Line of Credit Mortgage and Deed of Trust, dated February 29, 2008, by HEP Pipeline, L.L.C. for the benefit of Holly Corporation.
10.3	—	Mortgage, Line of Credit Mortgage and Deed of Trust, dated February 29, 2008, by HEP Pipeline, L.L.C. for the benefit of Holly Corporation.
10.4	—	Mortgage, Line of Credit Mortgage and Deed of Trust, dated February 29, 2008, by HEP Pipeline, L.L.C. for the benefit of Holly Corporation.
10.5	—	Mortgage and Deed of Trust, dated February 29, 2008, by HEP Pipeline, L.L.C. for the benefit of Holly Corporation.
10.6	—	Mortgage and Deed of Trust, dated February 29, 2008, by HEP Pipeline, L.L.C. for the benefit of Holly Corporation.
10.7	—	Fee and Leasehold Deed of Trust, dated February 29, 2008, by HEP Woods Cross, L.L.C. for the benefit of Holly Corporation.

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EX-10.1

EXECUTION VERSION

PIPELINES AND TANKAGE AGREEMENT

This Pipelines and Tankage Agreement (this “Agreement”) is dated as of February 29, 2008, by and among Holly Corporation, a Delaware corporation (“Holly”), Navajo Pipeline Co., L.P., a Delaware limited partnership (“Navajo Pipeline”), Navajo Refining Company, L.L.C., a Delaware limited liability company (“Navajo Refining”), and Woods Cross Refining Company, L.L.C., a Delaware limited liability company (“Woods Cross Refining”, together with Holly, Navajo Pipeline and Navajo Refining, the “Holly Entities”), Holly Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), Holly Energy Partners-Operating, L.P., a Delaware limited partnership (the “Operating Partnership”), HEP Pipeline, LLC, a Delaware limited liability company (“HEP Pipeline”) and HEP Woods Cross, L.L.C., a Delaware limited liability company (“HEP Woods Cross”, together with the Partnership, the Operating Partnership and HEP Pipeline, the “Partnership Entities”). Each of the Holly Entities and the Partnership Entities are individually referred to herein as a “Party” and collectively as the “Parties.”

RECITALS:

     Pursuant to that certain Purchase and Sale Agreement dated as of February 25, 2008 (the “Purchase Agreement”) by and among Holly, Navajo Refining, Navajo Pipeline and Woods Cross Refining (collectively, the “Seller Parties”) and the Partnership, the Operating Partnership, HEP Pipeline and HEP Woods Cross (collectively, the “Buyer Parties”), the Seller Parties have agreed to transfer and convey to the Buyer Parties, and the Buyer Parties have agreed to purchase, certain assets, including the Drop-Down Assets.

     The Holly Entities desire to continue to utilize the Drop-Down Assets and the Partnership desires to provide transportation and storage services to the Holly Entities, all on the terms set forth in this Agreement.

     NOW, THEREFORE, in consideration of the covenants and obligations contained herein, the Parties hereby agree as follows:

     Section 1. Definitions

     Capitalized terms used throughout this Agreement and not otherwise defined herein shall have the meanings set forth below.

     “Additives” has the meaning set forth in Section 2(g).

     “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 Holly Entities, on

the one hand, and the Partnership Entities, on the other hand, shall not be considered affiliates of each other.

     “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 any of the Partnership Entities, on the one hand, and any of the Holly Entities, 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.

     “Artesia Crude Oil Pipeline Tankage” means the following crude oil tankage associated with the Artesia Delivery System: (i) Abo Station Tank 1007; (ii) Artesia Station Tank 970; (iii) Barnsdall Station Tank 1028; (iv) Beeson Station Tanks 972 and 973; (v) Maljamar Park Station Tanks 46, 47 and 48; and (vi) Henshaw Station Tanks 1048 and 1049.

     “Artesia Delivery System” means the following crude oil pipelines: (i) the Beeson to North Artesia pipeline (6-inch) — 11 miles; (ii) the Barnsdall to North Artesia pipeline (4/6-inch) — 7 miles; (iii) the Barnsdall jumper pipeline to Lovington pipeline (8-inch) — 2 miles; (iv) the Artesia Station to North Artesia pipeline (4-inch) — 4 miles; (v) the North Artesia to Evans Junction pipeline (8-inch) — 6 miles; (vi) the Abo to Evans Junction pipeline (6-inch) — 1.2 miles; (vii) the Evans Junction to Artesia pipeline (8-inch) — 11.5 miles; and (viii) the Artesia to Bad Luck pipeline (12-inch) — 13 miles.

     “Artesia Refinery” means the refining facilities owned by Navajo Refining in Artesia.

     “bpd” means barrels per day.

     “bpq” means barrels per quarter.

     “Buyer Parties” has the meaning set forth in the recitals to this Agreement.

     “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 11(e).

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     “Conflicts Committee” means the Conflicts Committee of Holly GP.

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

     “Contract Year” means a year that commences on July 1 and ends on the last day of June, except that the initial Contract Year shall commence on the Effective Time.

     “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.

     “Controlled Affiliates” means with respect to any Person, any other Person that directly or indirectly through one or more intermediaries is controlled by such Person, excluding in the case of Holly, the Partnership Entities.

     “Crude Oil Gathering Lease Connection Pipelines” means the following pipelines: (i) Barnsdall Station lease connection pipelines; (ii) Maljamar Park lease connection pipelines; (iii) Beeson Station lease connection pipelines; (iv) Burton Flats lease connection pipelines; (v) Abo Station lease connection pipelines; (vi) Artesia Station lease connection pipelines; (vii) Eagle lease connection pipelines; (viii) North Monument lease connection pipelines; (ix) South Monument lease connection pipelines; (x) Monument Sweet lease connection pipelines; (xi) Russell Station lease connection pipelines; (xii) Riley Station lease connection pipelines; (xiii) Wood Station (Seminole Gathering) lease connection pipelines; (xiv) Baumgart Station lease connection pipelines; and (xv) Chevron Lacts at Lovington Station 126 lease connection pipelines.

     “Crude Oil Gathering Pipelines” means the following pipelines: (i) Abo Station to BP Sweet System (4 inch) — 1.2 miles; (ii) Artesia Station to Abo Trunk Line (6 inch) — 6.5 miles; (iii) Maljamar Park to Beeson Station (4 inch) — approximately 14 miles; (iv) Wood Station to Russell Station (6 inch) — 13.5 miles; (v) Riley Station to Russell Station (6 inch) — 5 miles; (vi) Baumgart Station to Riley Station (6 inch) — 7 miles, and the Crude Oil Gathering Lease Connection Pipelines.

     “Crude Oil” means the direct liquid product of oil wells, oil processing plants, the indirect liquid petroleum products of oil or gas wells, oil sands or a mixture of such products, but does not include natural gas liquids or Refined Products.

     “Crude Oil Trunk Pipelines” means the Artesia Delivery System and the Lovington Delivery System.

     “Deficiency Notice” has the meaning set forth in Section 9(a).

     “Deficiency Payment” has the meaning set forth in Section 9(a).

     “Drop-Down Assets” means, collectively, the Pipeline Assets and Tankage Assets.

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     “Effective Time” has the meaning set forth in the Purchase Agreement.

     “Force Majeure” means acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, wars, blockades, insurrections, riots, storms, floods, washouts, arrests, the order of any court or Governmental Authority having jurisdiction while the same is in force and effect, civil disturbances, explosions, breakage, accident to machinery, storage tanks or lines of pipe, inability to obtain or unavoidable delay in obtaining 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.

     “Force Majeure Notice” has the meaning set forth in Section 3.

     “Gathering Pipeline Minimum Capacity” has the meaning set forth in Section 2(a)(iii).

     “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.

     “Holly GP” means Holly Logistic Services, L.L.C, the general partner of HEP Logistics Holdings, L.P., which is the sole partner of the Partnership.

     “Lovington Crude Oil Pipeline Tankage” means the following crude oil tankage associated with the Lovington Delivery System: (i) Crouch Station Tank 1038; (ii) Monument Junction Tank; (iii) Hobbs Station Tanks 5201 and 5202; (iii) Russell Station Tanks 5101, 5102 and 5103; (iv) Wood Station Tanks 5301 and 5302; (v) Riley Station Tanks 5001 and 5003; and (vi) Baumgart Station Tank 5002.

     “Lovington Delivery System” means the following crude oil pipelines: (i) the Russell to Lovington pipeline (12-inch) — 23 miles; (ii) the Hobbs to Lovington pipeline (8-inch) — 20 miles; (iii) the Crouch to Lovington pipeline (6/8-inch) — 11 miles; (iv) the Russell to Hobbs pipeline (6-inch) — 20 miles; and (v) the Gaines to Hobbs pipeline (6-inch) — 6 miles.

     “Lovington Refinery” means the refining facilities owned by Navajo Refining near Lovington, New Mexico.

     “Minimum Gathering Pipeline Revenue Commitment” has the meaning set forth in Section 2(a)(iii).

     “Minimum Pipeline Revenue Commitment” has the meaning set forth in Section 2(a)(i).

     “Minimum Roswell Pipeline Revenue Commitment” has the meaning set forth in Section 2(a)(ii).

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     “Minimum Trunk Pipeline Revenue Commitment” has the meaning set forth in Section 2(a)(i).

     “Minimum Woods Cross Pipeline Revenue Commitment” has the meaning set forth in Section 2(a)(i)

     “Omnibus Agreement” means the Omnibus Agreement, dated as of July 13, 2004, as amended on July 6, 2005, and subsequently amended effective as of the Effective Time, by and among Holly, the Partnership, the Operating Partnership, Navajo Pipeline, Holly GP, HEP Logistics GP, L.L.C. and HEP Logistics Holdings, L.P.

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

     “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.

     “Pipeline Assets” means, collectively: (i) the Crude Oil Trunk Pipelines; (ii) the Crude Oil Gathering Pipelines; (iii) the Woods Cross Pipelines; and (iv) the Roswell Products Pipeline.

     “PPI” has the meaning set forth in Section 2(a)(ii).

     “Prime Rate” means the prime rate per annum announced by Union Bank of California, N.A., or if Union Bank of California, 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.

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

     “Refined Product” means jet fuel, gasoline, kerosene and diesel fuel.

     “Refineries” means, collectively, the Artesia Refinery, the Lovington Refinery and the Woods Cross Refinery.

     “Refinery Tankage” means, collectively: (i) the crude oil tanks 1201A and 1201B at the Lovington Refinery; (ii) the crude oil tanks 103, 121 and 126 at the Woods Cross Refinery; and (iii) Replacement Tank 439 and Relocated Tank 437 at the Artesia Refinery.

     “Refund” has the meaning set forth in Section 9(c).

     “Relocated Tank 437” means the crude oil tank 437 at such time as Holly completes relocation of the tank within the Artesia Refinery.

     “Replacement Tank 439” means the crude oil tank which will replace the current crude oil tank 439 at the Artesia Refinery, upon such time as Holly completes construction of the replacement tank.

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     “Respondent” has the meaning set forth in Section 11(e).

     “Roswell Pipeline Minimum Capacity” has the meaning set forth in Section 2(a)(iii).

     “Roswell Products Pipeline” means the Artesia to Roswell (4-inch) — 36 mile pipeline that is currently dedicated to the transport of jet fuel.

     “Roswell Terminal” means the terminal leased by Navajo Refining from the City of Roswell, and located in the Roswell International Air Center in Roswell, New Mexico and Tanks 1216, 1218 and 1219.

     “Roswell Terminal Payment” has the meaning set forth in Section 2(d).

     “Seller Parties” has the meaning set forth in the recitals to this Agreement.

     “Tankage Assets” means, collectively, (i) the Refinery Tankage; (ii) the Artesia Crude Oil Pipeline Tankage; and (iii) the Lovington Crude Oil Pipeline Tankage.

     “Tankage Revenue Commitment” has the meaning set forth in Section 2(c).

     “Term” has the meaning set forth in Section 6.

     “Trunk Pipeline Minimum Capacity” has the meaning set forth in Section 2(a)(iii).

     “Woods Cross Crude Oil Pipeline” means the 4 mile pipeline from Chevron to the Woods Cross Refinery (12 inch).

     “Woods Cross Minimum Capacity” has the meaning set forth in Section 2(a)(iii).

     “Woods Cross Pipeline Tankage” means the crude oil tankage associated with the Wood Cross Pipelines.

     “Woods Cross Pipelines” means, collectively: (i) the Woods Cross Crude Oil Pipeline; (ii) the Woods Cross Product Pipeline (Woods Cross-Chevron); and (iii) the Woods Cross Product Pipeline (Woods Cross-Pioneer).

     “Woods Cross Product Pipeline (Woods Cross-Chevron)” means the 4 mile pipeline from Woods Cross Refinery to Chevron (8 inch).

     “Woods Cross Product Pipeline (Woods Cross-Pioneer)” means the 2 mile pipeline from Woods Cross Refinery to Pioneer Pipeline (10 inch).

     “Woods Cross Refinery” means the refining facilities located in Woods Cross, Utah, and operated by Woods Cross Refining.

     Section 2. Agreement to Use Services Relating to Pipelines and Tankage.

     This Agreement sets forth a commercial arrangement consistent with historical operational practices between the Holly Entities and the Partnership Entities as well as the

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objectives of the Parties. The Parties intend to be strictly bound by the terms set forth in this Agreement, which sets forth revenues to the Partnership Entities to be paid by the Holly Entities and requires the Partnership Entities to provide certain transportation and storage services to the Holly Entities. The principal objective of the Partnership Entities is for the Holly Entities to meet or exceed their obligations with respect to the Minimum Pipeline Revenue Commitment, and to meet their obligations with respect to the Tankage Revenue Commitment and the Roswell Terminal Payment. The principal objective of the Holly Entities is for the Partnership Entities to provide services to the Holly Entities in a manner that enables the Holly Entities to operate their assets in a manner as favorably as their historical practice when the Holly Entities were the owners of the Drop-Down Assets.

     (a) Minimum Pipeline Revenue Commitment. During the Term and subject to the terms and conditions of this Agreement, the Holly Entities agree as follows:

     (i) Subject to Section 3, commencing on the Effective Time, the Holly Entities will ship (1) on the Crude Oil Trunk Pipelines an amount of Crude Oil in the aggregate having a quantity and consistency that will produce revenue to the Partnership Entities in an amount at least equal to $13,552,450 annually (the “Minimum Trunk Pipeline Revenue Commitment”); (2) on the Crude Oil Gathering Pipelines and store at the Artesia Crude Oil Pipeline Tankage and the Lovington Crude Oil Pipeline Tankage, an amount of Crude Oil in the aggregate that will produce revenue to the Partnership Entities in an amount at least equal to $8,688,750 annually (the “Minimum Gathering Pipeline Revenue Commitment”); (3) on the Woods Cross Pipelines an amount of Crude Oil and Refined Product that will, in the aggregate, produce revenue to the Partnership Entities in an amount at least equal to $730,000 annually (the “Minimum Woods Cross Pipeline Revenue Commitment”); and (4) on the Roswell Products Pipeline an amount of Refined Product in the aggregate that will produce revenue to the Partnership Entities in an amount at least equal to $35,000 per Contract Quarter (the “Minimum Roswell Pipeline Revenue Commitment”, together with the Minimum Trunk Pipeline Revenue Commitment, the Minimum Gathering Pipeline Revenue Commitment and the Minimum Woods Cross Pipeline Revenue Commitment, collectively, the “Minimum Pipeline Revenue Commitment”). Notwithstanding the foregoing, in the event that the Effective Time is any date other than the first day of a Contract Year or Contract Quarter, then the Minimum Trunk Pipeline Revenue Commitment, Minimum Gathering Pipeline Revenue Commitment and Minimum Woods Cross Pipeline Revenue Commitment for the initial Contract Year shall each be prorated based upon the number of days actually in such contract year and the initial Contract Year, and the Minimum Roswell Pipeline Revenue Commitment for the initial Contract Quarter shall be prorated based upon the number of days actually in such calendar quarter and the initial Contract Quarter.

     (ii) The Minimum Pipeline Revenue Commitment shall be adjusted on July 1 of each Contract Year commencing on July 1, 2008, by an amount equal to the percentage increase, if any, between the two (2) preceding calendar years, in the Producer Price Index for Finished Goods, seasonally adjusted, as published by the Department of Labor (“PPI”); provided, however, that the Minimum Pipeline Revenue Commitment will not decrease as a result of any decrease in the PPI. If that index is no longer published, the Holly Entities and the Partnership Entities shall negotiate in good faith to

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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 Minimum Pipeline Revenue Commitments. If the Holly Entities and the Partnership Entities are unable to agree, a new index will be determined by binding arbitration in accordance with Section 11(e) of this Agreement and the same method of adjustment for increases in the new index shall be used to calculate increases in the Minimum Pipeline Revenue Commitment.

     (iii) If the Holly Entities are unable for a period in excess of thirty (30) consecutive days to transport on the Crude Oil Trunk Pipelines, the Crude Oil Gathering Pipelines, the Woods Cross Pipelines or the Roswell Product Pipeline the respective volumes of Crude Oil and Refined Product required to meet the Minimum Pipeline Revenue Commitment as a result of the Partnership Entities’ operational difficulties, prorationing, or, (1) with respect to the Crude Oil Trunk Pipelines, the inability to provide 79,000 bpd capacity (the “Trunk Pipeline Minimum Capacity”); (2) with respect to the Crude Oil Gathering Pipelines (including storage in the Artesia Crude Oil Pipeline Tankage and Lovington Crude Oil Pipeline Tankage, but excluding storage in the Refinery Tankage), the inability to provide: (A) from the Effective Date until the fifth anniversary of the Effective Date: 50,000 bpd; (B) from the fifth anniversary of the Effective Date until the tenth anniversary of the Effective Date: 47,500 bpd; and (C) from the tenth anniversary of the Effective Date until the expiration of the Term: 45,000 bpd (collectively, the “Gathering Pipeline Minimum Capacity”); (3) with respect to the Woods Cross Pipelines, the inability to provide 8,000 bpd capacity (the “Woods Cross Minimum Capacity”); or (4) with respect to the Roswell Products Pipeline, the inability to provide 36,000 bpq capacity (the “Roswell Pipeline Minimum Capacity”), then upon written notice by the Holly Entities to the Partnership Entities, the Minimum Pipeline Revenue Commitment, as affected, will be reduced for such period of time by an amount equal to: (A) the volume of Crude Oil or Refined Product that the Holly Entities are unable to transport on the Crude Oil Trunk Pipelines, the Crude Oil Gathering Pipelines, the Woods Cross Pipelines or the Roswell Product Pipeline, as applicable, as a result of the Partnership Entities’ operational difficulties, prorationing or inability to provide the Trunk Pipeline Minimum Capacity, the Gathering Pipeline Minimum Capacity, the Woods Cross Minimum Capacity or the Roswell Pipeline Minimum Capacity, as applicable, multiplied by (B) the applicable tariffs.

     (b) Tariffs and Tankage Fees.

     (i) The tariff rates applicable to (A) service on the Crude Oil Trunk Pipelines shall be as set forth in Exhibit A attached hereto and made a part hereof for all purposes; (B) service on the Crude Oil Gathering Pipelines shall be as set forth in Exhibit B attached hereto and made a part hereof for all purposes; (C) service on the Woods Cross Pipelines shall be as set forth in Exhibit C attached hereto and made a part hereof for all purposes; and (D) service on Roswell Product Pipeline shall be as set forth in Exhibit D attached hereto and made a part hereof for all purposes. The rules and regulations governing service on the Pipeline Assets shall be as set forth in the applicable rules and regulations tariffs with respect to such service. The tariff rates shall be adjusted on July 1 of each Contract Year commencing on July 1, 2008, by an amount equal to the

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percentage change, if any, between the two (2) immediately preceding calendar years, in the FERC Oil Pipeline Index. If that index is no longer published, the Holly Entities and the Partnership Entities shall negotiate in good faith to agree on a new index that gives comparable protection against inflation or deflation and the same method of adjustment for increases in the new index shall be used to calculate increases in the tariff rates. If the Holly Entities and the Partnership Entities are unable to agree, a new index will be determined by binding arbitration in accordance with Section 11(e) of this Agreement and the same method of adjustment for increases in the new index shall be used to calculate increases in the tariff rates. Notwithstanding that the Minimum Pipeline Revenue Commitment will be determined on a Contract Year basis, the applicable initial fees, tariff rates and other charges provided for in this Agreement will become effective as of the Effective Time. The Partnership Entities shall have the right to change the tariff rates applicable to the Crude Oil Trunk Pipelines, the Crude Oil Gathering Pipelines, the Woods Cross Pipelines and the Roswell Product Pipeline in the event that the Partnership Entities incur increased expenses (or lower revenues) or capital costs, as a direct result of a change in the quality and/or consistency of the Crude Oil or Refined Product, as applicable, and to the extent thereof.

     (ii) In the event that Crude Oil throughput at the Navajo Refinery exceeds 110,000 bpd or if Crude Oil viscosity exceeds 50 SSU on greater than 10,000 bpd of such Crude Oil throughput, and the Partnership Entities incur increased expenses (or lower revenues) or capital costs, as a direct result thereof, the Parties will renegotiate the tariff rates in good faith in order to compensate the Partnership Entities on account of such incremental expenses (or lower revenues) or capital costs, which capital costs shall also include a reasonable rate of return. If the Holly Entities and the Partnership Entities are unable to agree upon renegotiated tariff rates, the renegotiated tariff rates will be determined by binding arbitration in accordance with Section 11(e) of this Agreement.

     (c) Tankage Revenue Commitment. During the Term of this Agreement, upon the Effective Time, the Holly Entities shall pay the Partnership Entities throughput fees associated with the Refinery Tankage in the amount of $184,000 per month (the “Tankage Revenue Commitment”) in exchange for the Partnership Entities providing to the Holly Entities 613,333 barrels per month of crude oil storage capacity at the Refinery Tankage. The amount of the Tankage Revenue Commitment shall be adjusted upward on July 1 of each Contract Year commencing on July 1, 2008, by an amount equal to the percentage change, if any, between the two (2) immediately preceding calendar years, in the FERC Oil Pipeline Index. If that index is no longer published, the Holly Entities and the Partnership Entities 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 Tankage Revenue Commitment. If the Holly Entities and the Partnership Entities are unable to agree, a new index will be determined by binding arbitration in accordance with Section 11(e) of this Agreement and the same method of adjustment for increases in the new index shall be used to calculate increases in the Tankage Revenue Commitment. Notwithstanding that the Tankage Revenue Commitment will be determined on a Contract Year basis, the applicable fees, tariff rates and other charges provided for in this Agreement will become effective as of the Effective Time.

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     (d) Roswell Terminal Operating Expenses and Payment. During the Term and subject to the terms and conditions of this Agreement, the Holly Entities shall (i) reimburse all operating expenses incurred by the Partnership Entities in their operation of the Roswell Terminal in an economic and prudent manner, in accordance with the normal and customary practices in the industry and Applicable Laws, and consistent with the historical operation of the Roswell Terminal by the Holly Entities, and (ii) make annual payment to the Partnership Entities in the amount of $100,000 (such annual payment, the “Roswell Terminal Payment”) which shall be adjusted upward on July 1 of each Contract Year commencing on July 1, 2008, by an amount equal to the percentage increase, if any, between the two (2) preceding calendar years, in the PPI; provided, however, that the Roswell Terminal Payment will not decrease as a result of any decrease in the PPI. If that index is no longer published, the Holly Entities and the Partnership Entities 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 Roswell Terminal Payment. If the Holly Entities and the Partnership Entities are unable to agree, a new index will be determined by binding arbitration in accordance with Section 11(e) of this Agreement and the same method of adjustment for increases in the new index shall be used to calculate increases in the Roswell Terminal Payment. The Partnership Entities shall exercise the same level of care in the operation of the Roswell Terminal as they exercise in the operation of their own terminals and pipeline assets.

     (e) Volumetric Gains and Losses. The Holly Entities shall, during the Term, (i) absorb all volumetric gains in the Crude Oil Trunk Pipelines and Crude Oil Gathering Pipelines, and (ii) be responsible for all volumetric losses in the Crude Oil Trunk Pipelines and the Crude Oil Gathering Pipelines up to a maximum of 0.5%. The Partnership Entities shall be responsible for all volumetric losses in excess of 0.5% in the Crude Oil Trunk Pipelines and Crude Oil Gathering Pipelines during the Term.

     (f) Obligations of the Partnership Entities. During the Term and subject to the terms and conditions of this Agreement, including Section 11(b), the Partnership Entities agree to own or lease, operate and maintain the assets necessary to accept the deliveries from the Holly Entities and to provide the services required under this Agreement. Notwithstanding the preceding sentence, subject to Section 11(b) of this Agreement and Article VI of the Omnibus Agreement, the Partnership Entities are free to sell any of their assets, including assets that provide services under this Agreement, and the Partnership or any of the Partnership Entities are free to merge with another entity (whether or not the Partnership or any of the Partnership Entities is the surviving entity in such merger) and are free to sell all of their assets or all of their equity to another entity at any time. The Partnership Entities shall, upon six (6) months’ prior written notice to the Holly Entities, except in the event of an emergency or in order to comply with Applicable Law, have the right to discontinue operation with respect to any of the Gathering Pipelines in the event that such operation becomes (i) mechanically unreliable or (ii) uneconomical due to a decline in volume. At the request of the Holly Entities, and subject in each case to any applicable common carrier proration duties, the Partnership Entities agree to use commercially reasonable efforts to transport by pipeline for the Holly Entities each month during the Term: (i) 79,000 bpd of Crude Oil on the Crude Oil Trunk Pipelines; (ii) (A) from the Effective Date until the fifth anniversary of the Effective Date: 50,000 bpd of Crude Oil on the Crude Oil Gathering Pipelines; (B) from the fifth anniversary of the Effective Date until the

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tenth anniversary of the Effective Date: 47,500 bpd of Crude Oil on the Crude Oil Gathering Pipelines; and (C) from the tenth anniversary of the Effective Date until the expiration of the Term: 45,000 bpd of Crude Oil on the Crude Oil Gathering Pipelines (in each case, including storage in the Artesia Crude Oil Pipeline Tankage or Lovington Crude Oil Refinery Tankage, but not in the Refinery Tankage); (iii) 8,000 bpd of Crude Oil and Refined Product, collectively, on the Woods Cross Pipelines; and (iv) 36,000 bpq of Refined Product on the Roswell Products Pipeline. To the extent that the Holly Entities are entitled to an exception under Section 3 of this Agreement to their obligations under Section 2(a) of this Agreement, the corresponding obligations of the Partnership Entities under this Section 2(f) will be proportionately reduced.

     (g) Drag Reducing Agents and Additives. If the Partnership Entities determine that adding drag reducing agents (“DRA”) and additives to the Crude Oil and Refined Products is reasonably required to move Crude Oil and Refined Product in the quantities necessary to meet the Holly Entities’ schedule or as may be otherwise be required to safely move such quantities of Crude Oil and Refined Product, the Partnership Entities shall provide the Holly Entities with an analysis of the proposed cost and benefits thereof. In the event that the Holly Entities agree to use such additives as proposed by the Partnership Entities, the Holly Entities shall reimburse the Partnership Entities for the costs of adding any additive, including DRA and/or other additives to the Crude Oil and Refined Product. All fuel additives, anti-icers and DRA (collectively, “Additives”) added to the Crude Oil and Refined Product pursuant to this Section 2(g) will be provided by the Holly Entities at no cost to the Partnership Entities or, if the Partnership Entities provide Additives, then the Holly Entities agree to reimburse the Partnership Entities for the costs of the Additives.

     (h) Reimbursement for Initial Tank Inspections. The Holly Entities will, during the period that commences on the Effective Time and ends five (5) years thereafter (the “Initial Tank Inspection Period”), reimburse the Partnership Entities for the actual costs incurred by the Partnership Entities in performing the first regularly scheduled API 653 inspection conducted after the Effective Time of the tanks included within the Tankage Assets (the “Initial Tank Inspections”), and any repairs or tests or consequential remediation that may be required to be made to such Tankage Assets as a result of any discovery made during the Initial Tank Inspections; provided, however, that (i) the Holly Entities are not obligated to reimburse the Partnership Entities for any costs associated with or arising from any inspection of Relocated Tank 437 or Replacement Tank 439, and (ii) upon expiration of the Initial Tank Inspection Period, all of the obligations of the Holly Entities pursuant to this Section 5(h) shall terminate, except that the Initial Tank Inspection Period shall be extended if, and only to the extent that (a) inaccessibility of the Tankage Assets 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 (b) the Holly Entities received notice from the Partnership Entities regarding such delay at the time it occurred.

     (i) Taxes. The Holly Entities will pay all taxes, import duties, license fees and other charges by any Governmental Authority levied on or with respect to the Crude Oil and Refined Product delivered by the Holly Entities for transportation by the Partnership Entities in the Crude Oil Trunk Pipelines including, but not limited to, any New Mexico gross receipts and compensating (use) taxes. The Holly Entities will reimburse the Partnership Entities for

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the New Mexico gross receipts tax, but not income tax, levied on or with respect to the transportation services provided by the Partnership Entities to the Holly Entities under this Agreement. Should any Party be required to pay or collect any taxes, duties, charges and or assessments pursuant to any federal, state, county or municipal law or authority now in effect or hereafter to become effective which are payable by the any other Party pursuant to this Section 2(i) the proper Party shall promptly reimburse the other Party therefor.

     (j) Timing of Payments. The Holly Entities will make payments to the Partnership Entities by electronic payment with immediately available funds on a monthly basis during the Term with respect to services rendered by the Partnership Entities under this Agreement in the prior month. Payments not received by the Partnership Entities on or prior to the applicable payment date will accrue interest at the Prime Rate from the applicable payment date until paid.

     (k) Marketing of Transportation and Storage Services. The Partnership may market transportation and storage services to third parties on the Crude Oil Trunk Pipelines or the Crude Oil Gathering Pipelines, provided that (i) the Partnership provides the Holly Entities with prior written notice describing the purported transportation and/or storage services to the extent permitted by law; and (ii) the Holly Entities remain satisfied that such transportation and storage services marketed by the Partnership has not negatively affected the Holly Entities’ ability to utilize the Drop-Down Assets in any material respect and the quality and quantity of the Crude Oil has not been materially degraded or otherwise impaired.

     (l) Change in Pipeline Direction; Product Service or Origination and Destination. Without Holly’s prior written consent, which shall not be unreasonably withheld, the Partnership Entities shall not (i) reverse the direction of any of the Pipeline Assets; (ii) change, alter or modify the product service of any of the Pipeline Assets; or (iii) change, alter or modify the origination or destination of any of the Pipeline Assets; provided, however, that the Partnership Entities may take any necessary emergency action to prevent or remedy a release of Crude Oil or Refined Product, as applicable, from any of the Pipeline Assets without obtaining the consent required by this Section 2(l). The Holly Entities shall have the right to reverse the direction of any of the Pipeline Assets if the Holly Entities agree to (i) reimburse the Partnership Entities for the additional costs and expenses incurred by the Partnership Entities as a result of such change in direction (both to reverse and re-reverse); (ii) reimburse the Partnership Entities for all costs arising out of the Partnership Entities’ inability to perform under any transportation service contract due to the reversal of the direction of the Pipeline Assets; and (iii) pay the flow reversal rates as set forth on Exhibit E. The tariff rates applicable to any such flow reversal shall be as set forth on Exhibit E and shall be adjusted each year as provided in Section 2(a)(ii).

     (m) Notification of Utilization. Upon request by the Partnership Entities, Holly will provide to the Partnership Entities written notification of Holly’s reasonable good faith estimate of its anticipated future utilization of any of the Drop-Down Assets.

     (n) Scheduling and Accepting Deliveries. The Partnership Entities will use their reasonable commercial efforts to schedule movement and accept deliveries of Crude Oil and Refined Product in a manner that is consistent with the historical dealings between the Parties, as such dealings may change from time to time.

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     (o) Increases in Pipeline Tariff Rates and Tankage Fees. If new laws or regulations are enacted that require the Partnership Entities to make capital expenditures with respect to the Drop-Down Assets, the Partnership Entities may amend the tariff rates in order to recover the Partnership Entities’ cost of complying with these laws or regulations (including a reasonable return). The Holly Entities and the Partnership Entities shall use their reasonable commercial efforts to comply with these laws and regulations, and shall negotiate in good faith to mitigate the impact of these laws and regulations and to determine the amount of the new tariff rates. If the Holly Entities and the Partnership Entities are unable to agree on the amount of the new tariff rates that the Partnership Entities will charge, such tariff rates will be determined by binding arbitration in accordance with Section 11(e) of this Agreement.

     Section 3. Force Majeure

     In the event that any Party is rendered unable, wholly or in part, by a Force Majeure event from performing its obligations under 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 in writing within a reasonable time after the occurrence of the Force Majeure event relied on (“Force Majeure Notice”), the obligations of the Parties, so far as they are affected by the Force Majeure event, shall be suspended for the duration of any inability so caused. Any suspension of the obligations of the Parties as a result of this Section 3 shall extend the Term (to the extent so affected) for a period equivalent to the duration of the inability set forth in the Force Majeure Notice. The Holly Entities will be required to pay any amounts accrued and due under this Agreement at the time of the Force Majeure event. The cause of the Force Majeure event shall so 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. In the event a Force Majeure event prevents the Partnership Entities or the Holly Entities from performing substantially all of their respective obligations under this Agreement for a period of more than one (1) year, this Agreement may be terminated by the Partnership Entities or the Holly Entities. Nothing in this Section 3(a) shall alter the liability of the Partnership Entities as set forth in the applicable rules and regulations tariffs for the Pipeline Assets.

     Section 4. Agreement to Remain Shipper

     With respect to any Refined Product that is produced at a Refinery and transported in the Roswell Products Pipeline or any Crude Oil that is acquired by the Holly Entities and transported on the Crude Oil Trunk Pipelines and stored in the Artesia Crude Oil Pipeline Tankage or Lovington Crude Oil Pipeline Tankage, the Holly Entities agree that they will continue their historical commercial practice of owning such Crude Oil or Refined Product, as applicable, from such point as (i) the Refined Product leaves the Refinery until at least such point as it will not be further transported in the Roswell Products Pipeline and to continue acting in the capacity of the shipper of such Refined Product for their own account at all times that such Refined Product is in the Roswell Products Pipeline; and (ii) the Crude Oil is received into the Crude Oil Gathering Pipelines by the Partnership Entities until such time that it is delivered to the Artesia Refinery or delivered to the Lovington Crude Oil Pipeline Tankage at the Lovington Refinery.

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     Section 5. Agreement Not to Challenge Tariffs

     The Holly Entities agree to any tariff rate changes for the Pipeline Assets in accordance with this Agreement. The Holly Entities agree (a) not to challenge, nor to cause their Controlled Affiliates to challenge, nor to encourage or recommend to any other Person that it challenge, or voluntarily assist in any way any other Person in challenging, in any forum, tariffs (including joint tariffs) of the Partnership Entities that the Partnership Entities have filed or may file containing rates, rules or regulations that are in effect at any time during the Term and regulate the transportation of the Crude Oil or Refined Product, and (b) not to protest or file a complaint, nor cause their Controlled Affiliates to protest or file a complaint, nor encourage or recommend to any other Person that it protest or file a complaint, or voluntarily assist in any way any other Person in protesting or filing a complaint, with respect to regulatory filings that the Partnership Entities have made or may make at any time during the Term to change tariffs (including joint tariffs) for transportation of Crude Oil or Refined Product in each case so long as such tariffs, regulatory filings or rates changed do not conflict with the terms of this Agreement.

     Section 6. Effectiveness and Term

     This Agreement shall be effective as of the Effective Time, and shall terminate at 12:01 a.m. Dallas, Texas, time on February 28, 2023, unless extended by written mutual agreement of the Parties hereto or as set forth in Section 7 (the “Term”); provided, however, that Section 5 shall survive the termination of this Agreement. The Party desiring to extend this Agreement pursuant to this Section 6 shall provide prior written notice to the other Party of its desire to so extend this Agreement; such written notice shall be provided not more than twenty-four (24) months and not less than the later of twelve (12) months prior to the date of termination or ten (10) days after receipt of a written request from the other party (which request may be delivered no earlier than twelve (12) months prior to the date of termination) to provide any such notice or lose such right. The Holly Entities shall deliver written notice to the Partnership Entities, not more than twenty-four (24) months prior to the date of termination and not less than the later of twelve (12) months prior to the date of termination or ten (10) days after receipt of a written request from the Partnership Entities (which request may be delivered no earlier than twelve (12) months prior to the date of termination) to provide such notice or lose such right, notifying the Partnership Entities as to whether the Holly Entities desire to extend this Agreement beyond the date of termination.

     Section 7. Right to Enter into a New Agreement

     (a) In the event that the Holly Entities provide prior written notice to the Partnership Entities of the desire of the Holly Entities to extend this Agreement by written mutual agreement of the Parties, the Parties shall negotiate in good faith to extend this Agreement by written mutual agreement, but, if such negotiations fail to produce a written mutual agreement for extension by a date six months prior to the termination date, then the Partnership Entities shall have the right to negotiate to enter into one or more pipeline and tankage agreements with one or more third parties to begin after the date of termination, provided that until the end of one year following termination without renewal of this Agreement, the Holly Entities will have the right to enter into a new pipelines and tankage agreement with the Partnership Entities on commercial terms that substantially match the terms upon which the Partnership Entities propose to enter into

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an agreement with a third party for similar services with respect to all or a material portion of the Drop-Down Assets. In such circumstances, the Partnership Entities shall give the Holly Entities forty-five (45) days prior written notice of any proposed new pipelines and tankage agreement with a third party, and such notice shall inform the Holly Entities of the fee schedules, tariffs, duration and any other terms of the proposed third party agreement and the Holly Entities shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or the Holly Entities shall lose the rights specified by this Section 7(a) with respect to the assets that are the subject of such notice.

     (b) In the event that the Holly Entities fail to provide prior written notice to the Partnership Entities of the desire of the Holly Entities to extend this Agreement by written mutual agreement of the Parties pursuant to Section 6, the Partnership Entities shall have the right, during the period from the date of the Holly Entities’ failure to provide written notice pursuant to Section 6 to the date of termination of this Agreement, to negotiate to enter into a new pipelines and tankage agreement with a third party, provided however that at any time during the twelve (12) months prior to the expiration of the Term, the Holly Entities will have the right to enter into a new pipelines and tankage agreement with the Partnership Entities on commercial terms that substantially match the terms upon which the Partnership Entities propose to enter into an agreement with a third party for similar services with respect to all or a material portion of the Drop-Down Assets. In such circumstances, the Partnership Entities shall give the Holly Entities forty-five (45) days prior written notice of any proposed new pipelines and tankage agreement with a third party, and such notice shall inform the Holly Entities of the fee schedules, tariffs, duration and any other terms of the proposed third party agreement and the Holly Entities shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or the Holly Entities shall lose the rights specified by this Section 7(b) with respect to the assets that are the subject of such notice.

     Section 8. Notices

     All notices or requests or consents provided for by, or permitted to be given pursuant to, this Agreement must be in writing and must be given by depositing same in the United States mail, addressed to the Person to be notified, postpaid, and registered or certified with return receipt requested or by delivering such notice in person or by telecopier or telegram to such Party. Notice given by personal delivery or mail shall be effective upon actual receipt. Notice given by telegram or telecopier shall be effective upon actual receipt if received during the recipient’s normal business hours or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. All notices to be sent to a Party pursuant to this Agreement shall be sent to or made at the address set forth below or at such other address as such Party may stipulate to the other Parties in the manner provided in this Section 8:

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if to the Holly Entities:

Holly Corporation
100 Crescent Court
Suite 1600
Dallas, Texas 75201
Attn: Matthew P. Clifton
Facsimile: 214-615-9372

if to the Partnership Entities:

Holly Energy Partners
100 Crescent Court
Suite 1600
Dallas, TX 75201
Attn: David G. Blair
Facsimile: 214-871-3441

     Section 9. Deficiency Payments

     (a) As soon as practicable following the end of each Contract Quarter under this Agreement, the Partnership Entities shall deliver to the Holly Entities a written notice (the “Deficiency Notice”) detailing any failure of the Holly Entities to meet their obligations under Section 2(a)(i), Section 2(c) or Section 2(d) of this Agreement, provided that the Holly Entities’ obligations pursuant to the Minimum Trunk Pipeline Revenue Commitment, Minimum Gathering Pipeline Revenue Commitment, Minimum Woods Cross Pipeline Revenue Commitment and the Minimum Roswell Pipeline Revenue Commitment shall, in each case, be assessed on a quarterly basis for the purposes of this Section 9. The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that the Partnership Entities believe would have been paid by the Holly Entities to the Partnership Entities if the Holly Entities had complied with their respective obligations pursuant to Section 2(a)(i), Section 2(c) or Section 2(d) of this Agreement, as applicable (the “Deficiency Payment”). The Holly Entities shall pay the Deficiency Payment to the Partnership Entities upon the later of: (A) ten (10) days after their receipt of the Deficiency Notice and (B) thirty (30) days following the end of the related Contract Quarter.

     (b) If the Holly Entities disagree with the Deficiency Notice, then, following the payment of the Deficiency Payment to the Partnership Entities, a senior officer of Holly (on behalf of the Holly Entities) and a senior officer of Holly GP (on behalf of the Partnership Entities) shall meet 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 differences that they may have with respect to matters specified in the Deficiency Notice. During the 30-day period following the payment of the Deficiency Payment, the Holly Entities shall have access to the working papers of the Partnership Entities relating to the Deficiency Notice. If such differences are not resolved within thirty (30) days

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following the payment of the Deficiency Payment, the Holly Entities and the Partnership Entities shall, within forty-five (45) days following the payment of the Deficiency Payment, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to arbitration in accordance with Section 11(e).

     (c) If it is finally determined pursuant to this Section 9 that the Holly Entities are not required to make any or all of the Deficiency Payment (the “Refund”), the Partnership Entities shall promptly pay to the Holly Entities the Refund, together with interest thereon at the Prime Rate, in immediately available funds.

     (d) The Parties acknowledge and agree that there shall be no carry-over of deficiency volumes with respect to the Minimum Pipeline Revenue Commitment.

     (e) The Parties acknowledge and agree that the Minimum Pipeline Revenue Commitment shall not be aggregated for purposes of determining any deficiency pursuant to this Section 9.

     (f) No Party shall have a right to setoff revenue in excess of the minimum revenue commitment of the Minimum Trunk Pipeline Revenue Commitment, the Minimum Gathering Pipeline Revenue Commitment, the Minimum Woods Cross Pipeline Revenue Commitment or the Minimum Roswell Pipeline Revenue Commitment with respect to any deficiency under the Minimum Trunk Pipeline Revenue Commitment, the Minimum Gathering Pipeline Revenue Commitment, the Minimum Woods Cross Pipeline Revenue Commitment or the Minimum Roswell Pipeline Revenue Commitment.

     Section 10. Right of First Refusal The Parties acknowledge that the Holly Entities shall, at any time during the twelve (12) months prior to the expiration of the Term, have a right of first refusal with respect to the Drop-Down Assets to the extent provided by the Omnibus Agreement and made applicable to the Drop-Down Assets pursuant to Section 11.4(a) of the Purchase Agreement.

     Section 11. Miscellaneous

     (a) Amendments and Waivers. No amendment or modification of this Agreement shall be valid unless it is in writing and signed by the Parties hereto and, in the case of any amendment or modification adverse to the Partnership Entities, approved by the Conflicts Committee. 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, and, in the case of any waiver by the Partnership Entities, approved by the Conflicts Committee. 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.

     (b) Successors and Assigns. This Agreement shall inure to the benefit of, and shall be binding upon, the Holly Entities, the Partnership Entities 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 Holly (in the case of any assignment by the Partnership Entities) or the Conflicts Committee (in the case of any assignment by the Holly

17

Entities), in each case, such consent is not to be unreasonably withheld or delayed; provided, however, that (i) the Partnership Entities may make such an assignment (including a partial pro rata assignment) to an Affiliate of the Partnership Entities without Holly’s consent, (ii) the Holly Entities may make such an assignment (including a pro rata partial assignment) to an Affiliate of the Holly Entities without the consent of the Conflicts Committee, (iii) the Holly Entities may make a collateral assignment of their rights and obligations hereunder and/or grant a security interest in all or a portion of the Drop-Down Assets to any bona fide third party lender or debt holder, or trustee or representative for any of them, and (iv) the Partnership Entities may make a collateral assignment of their rights hereunder and/or grant a security interest in all or a portion of the Drop-Down Assets to a bona fide third party lender or debt holder, or trustee or representative for any of them, if such third party lender, debt holder or trustee shall have executed and delivered to the Holly Entities a non-disturbance agreement in such form as is reasonably satisfactory to the Holly Entities and the Holly Entities execute 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 acceptable to the other Parties, their obligations under this Agreement.

     (c) 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.

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

     (e) 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 11(e) and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Section 11(e) 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 or for 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

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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 any of the Holly Entities, the Partnership Entities or any of their Affiliates and (ii) have not less than seven (7) years experience in the energy industry. The hearing will be conducted in Dallas, Texas and commence within thirty (30) days after the selection of the third arbitrator. The Holly Entities, the Partnership Entities 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.

     (f) 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.

     (g) 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.

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

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

HOLLY ENERGY PARTNERS, L.P.
By:	HEP LOGISTICS HOLDINGS, L.P.
its General Partner
By:	HOLLY LOGISTIC SERVICES, L.L.C.
its General Partner
By:	/s/ David G. Blair
	David G. Blair
	Senior Vice President

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

Signature Page 1 of 3 to the Pipelines and Tankage Agreement

HEP WOODS CROSS, L.L.C.
By:	HOLLY ENERGY PARTNERS — OPERATING, L.P.
its Sole Member
By:	/s/ David G. Blair
	David G. Blair
	Senior Vice President
HEP PIPELINE, L.L.C.
By:	HOLLY ENERGY PARTNERS — OPERATING, L.P.
its Sole Member
By:	/s/ David G. Blair
	David G. Blair
	Senior Vice President
HOLLY CORPORATION
By:	/s/ Bruce Shaw
	Bruce Shaw
	Senior Vice President and Chief Financial Officer
NAVAJO PIPELINE CO., L.P.
By:	NAVAJO PIPELINE GP, L.L.C.,
Its General Partner
By:	/s/ Bruce Shaw
	Bruce Shaw
	Vice President and Chief Financial Officer

Signature Page 2 of 3 to the Pipelines and Tankage Agreement

WOODS CROSS REFINING COMPANY, L.L.C.
By:	NAVAJO REFINING COMPANY, L.L.C.,
Its sole Member
By:	/s/ Bruce Shaw
	Bruce Shaw
	Vice President and Chief Financial Officer

NAVAJO REFINING COMPANY, L.L.C.
By:	/s/ Bruce Shaw
	Bruce Shaw
	Vice President and Chief Financial Officer

Signature Page 3 of 3 to the Pipelines and Tankage Agreement

EXHIBIT A

Attached to and made
Part of the Pipelines and Tankage Agreement,
dated February 29, 2008

Crude Oil Trunk Pipeline Tariff Rate:

$0.47 per barrel on all volumes less than 85,000 bpd average volume in any month

If the average volume is equal to or in excess of 85,000 bpd in any month:

$0.40 per barrel on the first 85,000 bpd average volume in any month
$0.30 per barrel on the next 7,500 bpd average volume in any month
$0.20 per barrel on any excess up to a maximum of 110,000 bpd average volume in any month

The rate on any excess above 110,000 bpd average volume in any month shall be as mutually agreed upon by the Parties.

Exhibit A — Page 1 to Pipelines and Tankage Agreement

EXHIBIT B

Attached to and made
Part of the Pipelines and Tankage Agreement,
dated February 29, 2008

Crude Oil Gathering Pipelines Tariff Rate: $0.50 per barrel (which includes storage in the Artesia Crude Oil Pipeline Tankage and Lovington Crude Oil Pipeline Tankage)

Exhibit B — Page 1 to Pipelines and Tankage Agreement

EXHIBIT C

Attached to and made
Part of the Pipelines and Tankage Agreement,
dated February 29, 2008

Woods Cross Pipelines Tariff Rate: $0.25 per barrel

Exhibit C — Page 1 to Pipelines and Tankage Agreement

EXHIBIT D

Attached to and made
Part of the Pipelines and Tankage Agreement,
dated February 29, 2008

Roswell Product Pipeline Tariff Rate: $0.45 per barrel with a $0.50 per barrel capital recovery surcharge (to be indexed and which expires after 5 years)

Exhibit D — Page 1 to Pipelines and Tankage Agreement

EXHIBIT E

Attached to and made
Part of the Pipelines and Tankage Agreement,
Dated February 29, 2008

The flow reversal rate is $0.40 per barrel.

Exhibit E — Page 1 to Pipelines and Tankage Agreement

EX-10.2

PREPARED BY AND WHEN
RECORDED RETURN TO:

Holly Corporation
100 Crescent Court, Suite 1600
Dallas, Texas 75201-6927
Attn: General Counsel

MORTGAGE, LINE OF CREDIT MORTGAGE AND DEED OF TRUST
(WITH SECURITY AGREEMENT AND FINANCING STATEMENT)

BY

HEP PIPELINE, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY,
AS GRANTOR

TO

JOHN N. PATTERSON,
AS TRUSTEE

FOR THE BENEFIT OF

HOLLY CORPORATION,
A DELAWARE CORPORATION
AS BENEFICIARY

DATED EFFECTIVE AS OF FEBRUARY 29, 2008

THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A TRANSMITTING UTILITY.

THIS INSTRUMENT COVERS GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN AND IS TO BE FILED FOR RECORD IN THE RECORDS WHERE MORTGAGES ON REAL ESTATE ARE RECORDED. ADDITIONALLY, THIS INSTRUMENT SHOULD BE APPROPRIATELY INDEXED, NOT ONLY AS A MORTGAGE, BUT ALSO AS A FINANCING STATEMENT COVERING GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN. THE MAILING ADDRESSES OF THE GRANTOR (DEBTOR) AND BENEFICIARY (BENEFICIARY) ARE SET FORTH IN THIS INSTRUMENT.

MORTGAGE, LINE OF CREDIT MORTGAGE AND DEED OF TRUST
(WITH SECURITY AGREEMENT AND FINANCING STATEMENT)

     This MORTGAGE, LINE OF CREDIT MORTGAGE AND DEED OF TRUST (WITH SECURITY AGREEMENT AND FINANCING STATEMENT) (hereinafter referred to as this “Deed of Trust”), is entered into effective as of the 29th day of February, 2008, by HEP PIPELINE, L.L.C., a Delaware limited liability company (hereinafter referred to as “Grantor”), a subsidiary of Holly Energy Partners, L.P., a Delaware limited partnership (“HEP”), whose address for notice hereunder is at 100 Crescent Court, Suite 1600, Dallas, Texas 75201-6927, Attention: General Counsel, facsimile number (214) 871-3523, to John N. Patterson, Trustee (hereinafter referred to in such capacity as “Trustee”), whose address is PO Box 9570, Santa Fe, New Mexico 87504, for the benefit of the herein below defined Beneficiary.

WITNESSETH:

ARTICLE 1

DEFINITIONS

1.1 Definitions. As used herein, the following terms shall have the following meanings:

(a) Affiliate: 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 shares or the equivalent and elected directors, managers or Persons performing similar functions, the ownership of or power to vote, directly or indirectly, shares or the equivalent representing more than 50% of the power to vote in the election of directors, managers or Persons performing similar functions, (ii) ownership of more than 50% 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.

(b) Beneficiary: Holly Corporation, a Delaware corporation whose address for notice hereunder is 100 Crescent Court, Suite 1600, Dallas, Texas 75201-6927, Attention: General Counsel.

(c) Contracts: The Pipeline Contracts.

(d) Deed of Trust: Shall have the meaning set forth in the introductory paragraph hereof.

(e) Easements: The Pipeline Easements.

(f) Event of Default: Any happening or occurrence described in Article 7 of this Deed of Trust.

(g) Fixtures: All materials, supplies, equipment, apparatus and other items now or hereafter acquired by Grantor and now or hereafter attached to, installed in or used in

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connection with (temporarily or permanently) the Real Property or the Pipelines, together with all accessions, replacements, betterments and substitutions for any of the foregoing and the proceeds thereof.

(h) Governmental Entity: Any court, governmental department, commission, council, board, bureau, agency or other judicial, administrative, regulatory, legislative or other instrumentality of the United States of America or any foreign country, or any state, county, municipality or local governmental body or political subdivision or any such other foreign country.

(i) Grantor: The above defined Grantor, whether one or more, and any and all subsequent owners of the Mortgaged Property or any part thereof.

(j) Impositions: All real estate and personal property taxes; water, gas, sewer, electricity and other utility rates and charges; charges for any easement, license or agreement maintained for the benefit of the Mortgaged Property; and all other taxes, charges and assessments and any interest, costs or penalties with respect thereto, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which at any time prior to or after the execution hereof may be assessed, levied or imposed upon the Mortgaged Property or the ownership, use, occupancy or enjoyment thereof.

(k) Improvements: The Pipeline Improvements.

(l) Leases: Any and all leases, subleases, licenses, concessions or other agreements (written or verbal, now or hereafter in effect) which grant a possessory interest in and to, or the right to use, the Mortgaged Property, and all other agreements, such as utility contracts, maintenance agreements and service contracts, which in any way relate to the use, occupancy, operation, maintenance, enjoyment or ownership of the Mortgaged Property, save and except any and all leases, subleases or other agreements pursuant to which Grantor is granted a possessory interest in the Real Property.

(m) Legal Requirements: (i) Any and all laws, statutes, codes, rules, regulations, ordinances, judgments, orders, writs, decrees, requirements or determinations of any Governmental Entity, and (ii) to the extent not covered by clause (i) immediately above, any and all requirements of permits, licenses, certificates, authorizations, concessions, franchises or other approvals granted by any Governmental Entity.

(n) Mortgaged Property: The Pipeline Assets, together with:

(i) all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances in anywise appertaining thereto, and all right, title and interest of Grantor in and to any streets, ways, alleys, strips or gores of land adjoining the Real Property or any part thereof; and

(ii) all betterments, additions, alterations, appurtenances, substitutions, replacements and revisions thereof and thereto and all reversions and remainders therein; and

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(iii) all other property and rights of Grantor of every kind and character to the extent specifically relating to and used or to be used solely in connection with the foregoing property, and all proceeds and products of any of the foregoing.

As used in this Deed of Trust, the term “Mortgaged Property” shall be expressly defined as meaning all or, where the context permits or requires, any portion of the above, and all or, where the context permits or requires, any interest therein. Notwithstanding anything to the contrary herein, in no event shall the term “Mortgaged Property” include any Product owned by third parties that may be shipped through or stored at or in any of the Mortgaged Property.

(o) Obligations: Shall have the meaning given such term in Section 2.1.

(p) Permits: The Pipeline Permits.

(q) Permitted Encumbrances: Any of the following matters:

(i) any (A) inchoate liens, security interests or similar charges constituting or securing the payment of expenses which were incurred incidental to the ownership and operation of the Pipelines (collectively, the “Operations”) or the operation, storage, transportation, shipment, handling, repair, construction, improvement or maintenance of the Mortgaged Property, and (B) materialman’s, mechanics’, repairman’s, employees’, contractors’, operators’, warehousemen’s, barge or ship owner’s and carriers’ liens or other similar liens, security interests or charges for liquidated amounts arising in the ordinary course of business incidental to the conduct of the Operations or the ownership and operation of the Mortgaged Property, securing amounts the payment of which is not delinquent and that will be paid in the ordinary course of business or, if delinquent, that are being contested in good faith with any action or proceeding to foreclose or attach any of the Mortgaged Property on account thereof properly stayed; (ii) any liens or security interests for Taxes not yet delinquent or, if delinquent, that are being contested in good faith in the ordinary course of business with any action or proceeding to foreclose or attach any of the Mortgaged Property on account thereof properly stayed; (iii) any liens or security interests reserved in leases, rights of way or other real property interests for rental or for compliance with the terms of such leases, rights of way or other real property interests, provided payment of the debt secured is not delinquent or, if delinquent, is being contested in good faith in the ordinary course of business with any action or proceeding to foreclose or attach any of the Mortgaged Property on account thereof properly stayed; (iv) all prior reservations of minerals in and under or that may be produced from any of the lands constituting part of the Mortgaged Property or on which any part of the Mortgaged Property is located; (v) all liens (other than liens for borrowed money), security interests, charges, easements, restrictive covenants, encumbrances, contracts, instruments, obligations, discrepancies, conflicts, shortages in area or boundary lines, encroachments or protrusions, or overlapping of improvements, defects, irregularities and other matters affecting or encumbering title to the Mortgaged Property which individually or in the

3

aggregate are not such as to unreasonably or materially interfere with or prevent any material operations conducted on the Mortgaged Property; (vi) rights reserved to or vested in any Governmental Entity to control or regulate any of the Mortgaged Property or the Operations and all Legal Requirements of such authorities, including any building or zoning ordinances and all environmental laws; (vii) any contract, easement, instrument, lien, security instrument, permit, amendment, extension or other matter entered into by a party in accordance with the terms of the Purchase Agreement (as defined in the Pipelines Agreement) or in compliance with the approvals or directives of the other party made pursuant to such Purchase Agreement; (viii) all Post-Closing Consents (as defined in the Purchase Agreement); (ix) defects in the early chain of the title consisting of the mere failure to recite marital status in a document or omissions of successions of heirship proceedings, unless such failure or omission results in another Person’s superior claim of title to the Pipeline Easements or relevant portion thereof; (x) any assertion of a defect based on a lack of a survey with respect to the Pipelines; (xi) any title defect affecting (or the termination or expiration of) any easement, right of way, leasehold interest or fee interest affecting property over which the Pipelines pass which has been replaced prior to the date of this Deed of Trust by an easement, right of way, leasehold interest or fee interest covering substantially the same land or the portion thereof used by Beneficiary or its Affiliates; and (xii) all Senior Liens.

(r) Person: An individual, a corporation, a partnership, a limited liability company, an association, a trust, or any other entity or organization, including, without limitation, any Governmental Entity.

(s) Personalty: The Pipeline Equipment, and all other personal property (other than the Fixtures) and intangible assets of any kind or character as defined in and subject to the provisions of the Uniform Commercial Code Article 9 — Secured Transactions, as the same is codified and in effect in New Mexico, which are now or hereafter located or to be located upon, within or about the Real Property, or which are or may be used in or related to the planning, development, financing or operation of the Mortgaged Property, together with all accessories, replacements and substitutions thereto or therefor and the proceeds thereof.

(t) Pipeline Assets: All of the following assets, properties and rights, whether real, personal or mixed, which are owned or held for use by Grantor solely in connection with the ownership or operation of those certain pipelines described on Exhibit G (the “Pipelines”):

(i) All parcels of fee simple real property now or hereafter owned by Grantor on which any part of the Pipelines are located including, without limitation, the property held in fee by Grantor described on Exhibit A, if any (collectively, the “Pipeline Fee Land”);

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(ii) All leases of real property now or hereafter entered into or acquired by Grantor on which all or a part of the Pipelines are located, including, without limitation, the leases described on Exhibit B, if any (the “Pipeline Leases”);

(iii) All easements, rights-of-way, property use agreements, line rights and real property licenses (including right-of-way permits from railroads and road crossing permits or other right-of-way permits from Governmental Entities) required to operate the Pipelines now or hereafter entered into or acquired by Grantor, including, without limitation, the easements, rights-of-way, property use agreements, line rights and real property licenses described on Exhibit C (the “Pipeline Easements”);

(iv) All structures, fixtures and appurtenances (A) located on the Pipeline Fee Land, (B) located on the land subject to the Pipeline Leases, or (C) located within the Pipeline Easements, and now or hereafter owned by Grantor, including, without limitation, any buildings, pipelines, pumping facilities, refinery tanks, crude oil tanks and crude oil pipeline tanks described on Exhibit D (collectively, the “Pipeline Improvements”);

(v) To the extent same do not constitute Pipeline Improvements, any and all fittings, cathodic protection ground beds, rectifiers, other cathodic or electric protection devices, tanks, machinery, engines, pipes, pipelines, valves, valve boxes, connections, gates, scraper trap extenders, telecommunication facilities and equipment (including microwave and other transmission towers), lines, wires, computer hardware, fixed or mobile machinery and equipment, vehicle refueling tanks, pumps, heating and non-pipeline pumping stations, fittings, tools, furniture and metering equipment now owned or hereafter acquired by Grantor (the “Pipeline Equipment”);

(vi) The contracts, agreements, leases and other legally binding rights and obligations of Grantor described on Exhibit E, if any, but excluding those contracts and agreements constituting Pipeline Leases and Pipeline Easements (the “Pipeline Contracts”);

(vii) Intellectual property rights and related computer software;

(viii) All permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals now or hereafter granted by any Governmental Entity to Grantor or its predecessors in interest pertaining solely to the ownership or operation of the Pipelines, including, without limitation, those permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals described on Exhibit F, in each case to the extent the same are assignable (the “Pipeline Permits”); and

(ix) All records and documents now or hereafter acquired by Grantor relating solely to the ownership, condition or operation of the Pipeline Assets (the “Pipeline Records”).

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(u) Pipeline Contracts: Shall have the meaning set forth in subsection (vi) of the definition of Pipeline Assets.

(v) Pipeline Easements: Shall have the meaning set forth in subsection (iii) of the definition of Pipeline Assets.

(w) Pipeline Equipment: Shall have the meaning set forth in subsection (v) of the definition of Pipeline Assets.

(x) Pipeline Fee Land: Shall have the meaning set forth in subsection (i) of the definition of Pipeline Assets.

(y) Pipeline Improvements: Shall have the meaning set forth in subsection (iv) of the definition of Pipeline Assets.

(z) Pipeline Leases: Shall have the meaning set forth in subsection (ii) of the definition of Pipeline Assets.

(aa) Pipeline Permits: Shall have the meaning set forth in subsection (viii) of the definition of Pipeline Assets.

(bb) Pipeline Real Property: Collectively, the Pipeline Fee Land, the Pipeline Leases, the Pipeline Improvements and the Pipeline Easements.

(cc) Pipeline Records: Shall have the meaning set forth in subsection (ix) of the definition of Pipeline Assets.

(dd) Pipelines: Shall have the meaning set forth in the first paragraph of the definition of Pipeline Assets.

(ee) Pipelines Agreement: That certain Pipelines and Tankage Agreement dated effective as of February 29, 2008, by and among Beneficiary, Navajo Pipeline Co., L.P., a Delaware limited partnership, Navajo Refining Company, L.L.C., a Delaware limited liability company, Woods Cross Refining Company, L.L.C., a Delaware limited liability company, HEP, Holly Energy Partners—Operating, L.P., a Delaware limited partnership, Grantor and HEP Woods Cross, L.L.C., a Delaware limited liability company.

(ff) Product: Crude oil, gas oil, diesel, kerosene, casinghead, naphtha, normal butane and isobutane transported through the Pipelines.

(gg) Purchase Agreement: That certain Purchase and Sale Agreement dated effective as of February 29, 2008 by and among Beneficiary, Navajo Pipeline Co., L.P., a Delaware limited partnership, Woods Cross Refining Company, L.L.C., a Delaware limited liability company, Navajo Refining Company, L.L.C., a Delaware limited liability company, HEP, Holly Energy Partners — Operating, L.P., a Delaware limited partnership, HEP Woods Cross, L.L.C., a Delaware limited liability company, and Grantor.

6

(hh) Real Property: The Pipeline Real Property.

(ii) Security Documents: This Deed of Trust and any and all other documents now or hereafter executed by Grantor or any other Person to evidence or secure the performance of the Obligations.

(jj) Senior Bank Liens: Collectively, (i) each lien and security interest in all or any portion of the Mortgaged Property heretofor or hereafter granted by Grantor or its Affiliates under the Senior Credit Agreement, and (ii) each lien and security interest in all or any portion of the Mortgaged Property hereafter granted by any Person who acquires an interest in all or any portion of the Mortgaged Property securing senior debt of such Person.

(kk) Senior Credit Agreement: That certain Amended and Restated Credit Agreement dated as of August 27, 2007 (as extended, amended, supplemented, restated, replaced or refinanced in whole or in part, from time to time) among Holly Energy Partners — Operating, L.P., a Delaware limited partnership, the banks party thereto from time to time, and Union Bank of California, N.A., in its capacity as administrative agent (or any assignee of or successor to such administrative agent).

(ll) Senior Lien: Collectively, the Senior Bank Liens and each other lien and security interest as to which the lien and security interest granted pursuant to this Deed of Trust shall be subordinated thereto pursuant to the terms of a Subordination, Non-Disturbance and Attornment Agreement in substantially the form of Attachment 1 hereto executed by the Beneficiary and the holder of such lien and security interest and recorded in the Official Public Records of Real Property of Lea County, New Mexico.

(mm) Taxes: Any and all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, leases, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, or assessments.

ARTICLE 2

GRANT

2.1 Grant. To secure and enforce the prompt performance and compliance by the Partnership Entities (as defined in the Pipelines Agreement) of all obligations set forth for such Persons in Section 2(f), Section 7, and Section 11(b) of the Pipelines Agreement, plus all claims (as such term is defined in the Bankruptcy Code) of or damages owed to the Beneficiary against the Partnership Entities and/or the Mortgaged Property resulting from any rejection of the Pipelines Agreement by any such Person in any bankruptcy or insolvency proceeding involving any Partnership Entity, and any reasonable costs and expenses (including, but not limited to, attorneys’ and experts’ fees and court costs) incurred by Beneficiary in enforcing and exercising its rights hereunder (collectively, the “Obligations”), Grantor has GRANTED, BARGAINED, SOLD and CONVEYED, and

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by these presents does GRANT, BARGAIN, SELL and CONVEY, unto Trustee the Mortgaged Property, subject, however, to the Permitted Encumbrances, TO HAVE AND TO HOLD the Mortgaged Property unto Trustee, forever, and Grantor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Trustee against every Person whomsoever lawfully claiming or to claim the same or any part thereof other than against any holder of any Senior Lien; provided, however, that this grant shall terminate upon the full performance and discharge of all of the Obligations and in accordance with the other terms set forth herein.

2.2

Maximum Secured Indebtedness. THE OUTSTANDING INDEBTEDNESS SECURED BY PROPERTY LOCATED IN NEW MEXICO SHALL NOT AT ANY ONE TIME EXCEED THE AGGREGATE MAXIMUM AMOUNT OF $225,000,000, WHICH SHALL CONSTITUTE THE MAXIMUM AMOUNT AT ANY TIME SECURED HEREBY.

ARTICLE 3

WARRANTIES AND REPRESENTATIONS

	Grantor hereby unconditionally warrants and represents to Beneficiary as follows:
3.1	Organization and Power. Grantor (a) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has complied with all conditions prerequisite to its doing business in the State of New Mexico and (b) has all requisite power and all governmental certificates of authority, licenses, permits, qualifications and documentation to own, lease and operate its properties and to carry on its business as now being, and as proposed to be, conducted.
3.2	Validity of Security Documents. The execution, delivery and performance by Grantor of the Security Documents (a) are within Grantor’s powers and have been duly authorized by Grantor’s Manager or other necessary parties, and all other requisite action for such authorization has been taken; (b) have received all (if any) requisite prior governmental approval in order to be legally binding and enforceable in accordance with the terms thereof; and (c) will not violate, be in conflict with, result in a breach of or constitute (with due notice or lapse of time, or both) a default under, any Legal Requirement or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of Grantor’s property or assets, except as contemplated by the provisions of the Security Documents. The Security Documents constitute the legal, valid and binding obligations of Grantor and others obligated under the terms of the Security Documents, in accordance with their respective terms.
3.3	Lien of this Instrument. Subject to the Senior Liens, this Deed of Trust constitutes a valid and subsisting mortgage and deed of trust lien on the Real Property and the Fixtures and a valid, subsisting security interest in and to, and a valid assignment of, the Personalty and Leases, all in accordance with the terms hereof.

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3.4 Litigation. There are no actions, suits or proceedings pending, or to the knowledge of Grantor threatened, against or affecting the Grantor as a result of or in connection with Grantor’s entering into this Deed of Trust, or involving the validity or enforceability of this Deed of Trust or the priority of the liens and security interests created by the Security Documents, and no event has occurred (including specifically Grantor’s execution of the Security Documents) which will violate, be in conflict with, result in the breach of, or constitute (with due notice or lapse of time, or both) a default under, any Legal Requirement or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of Grantor’s property other than the liens and security interests created by the Security Documents.

ARTICLE 4

AFFIRMATIVE COVENANTS OF GRANTOR

          Grantor hereby unconditionally covenants and agrees with Beneficiary that, except for the Permitted Encumbrances, Grantor will protect the lien and security interest status of this Deed of Trust and except for the Permitted Encumbrances, will not, without the prior written consent of Beneficiary, place, or permit to be placed, or otherwise mortgage, hypothecate or encumber the Mortgaged Property with, any other lien or security interest of any nature whatsoever (statutory, constitutional or contractual) regardless of whether same is allegedly or expressly inferior to the lien and security interest created by this Deed of Trust, and, if any such lien or security interest is asserted against the Mortgaged Property, Grantor will promptly, at its own cost and expense, (a) pay the underlying claim in full or take such other action so as to cause same to be released and (b) within five days from the date such lien or security interest is so asserted, give Beneficiary notice of such lien or security interest. Such notice shall specify who is asserting such lien or security interest and shall detail the origin and nature of the underlying claim giving rise to such asserted lien or security interest.

ARTICLE 5

NEGATIVE COVENANTS OF GRANTOR

          Grantor hereby covenants and agrees with Beneficiary that, until the full performance and discharge of all of the Obligations, Grantor will not, without the prior written consent of Beneficiary, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any mortgage, pledge, lien (statutory, constitutional or contractual), security interest, encumbrance or charge on, or conditional sale or other title retention agreement, regardless of whether same are expressly subordinate to the liens of the Security Documents, with respect to, the Mortgaged Property, other than the Permitted Encumbrances.

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ARTICLE 6

AFFIRMATIVE COVENANTS OF BENEFICIARY

          By its acceptance hereof, Beneficiary recognizes that (a) Grantor is obligated or may hereafter become obligated to any of the Credit Parties (as defined in the SNDA [defined below]) in connection with the Senior Credit Agreement, and (b) Grantor and any future owner of the Mortgaged Property may incur additional indebtedness or become otherwise obligated to one or more banks, insurance companies, investment banks or other financial institutions regularly engaged in commercial lending and/or bonds, debentures, notes and similar instruments evidencing obligations that may be secured by liens or security interests on some or all of Grantor’s property, including the Mortgaged Property (the holder of such liens or security interests being a “Secured Lender”). To the extent that any such Secured Lender notifies Beneficiary of Secured Lender’s desire to subordinate the lien and security interest held by Beneficiary pursuant to this Deed of Trust, Beneficiary, by its acceptance hereof, will agree to effect such subordination by promptly executing, in one or more counterparts, a Subordination, Non-Disturbance and Attornment Agreement in substantially the form of Attachment 1 hereto (the “SNDA”). The subordination of this Deed of Trust shall (i) not be effective unless and until the SNDA has been executed by the Secured Lender, and (ii) be subject to compliance by the Secured Lender with its obligations under Section 3 and Section 4 of the SNDA. Any Secured Lender who is a party to an SNDA and who is in compliance with its obligations under Section 3 and Section 4 of such SNDA is hereinafter referred to as a “Lienholder.”

ARTICLE 7

EVENTS OF DEFAULT

          The term “Event of Default”, as used in the Security Documents, shall mean the occurrence or happening, at any time and from time to time, of any one or more of the following.

7.1

Breach of Deed of Trust. (a) Grantor shall (i) fail to perform or observe, in any material respect, any covenant, condition or agreement of this Deed of Trust to be performed or observed by Grantor, or (ii) breach any warranty or representation made by Grantor in this Deed of Trust, and such failure or breach shall continue unremedied for a period of thirty (30) days after receipt of written notice thereof to the Grantor from the Beneficiary; provided, however, that in the event such failure or breach cannot be reasonably cured within such thirty (30) day period and Grantor has diligently proceeded (and continues to proceed) to cure such breach, Grantor shall have an additional sixty (60) days to cure such failure or breach, or (b) HEP shall fail to perform all of the Obligations in full and on or before the dates same are to be performed (after giving effect to any applicable grace and cure periods).

7.2

Voluntary Bankruptcy. Grantor shall (a) voluntarily be adjudicated a bankrupt or insolvent, (b) procure, permit or suffer the voluntary or involuntary appointment of a receiver, trustee or liquidator for itself or for all or any substantial portion of its property, (c) file any petition seeking a discharge, rearrangement, or reorganization of its debts pursuant to the bankruptcy laws or any other debtor relief laws of the United States or

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	any state or any other competent jurisdiction, or (d) make a general assignment for the benefit of its creditors.
7.3	Involuntary Bankruptcy. If (a) a petition is filed against Grantor seeking to rearrange, reorganize or extinguish its debts under the provisions of any bankruptcy or other debtor relief law of the United States or any state or other competent jurisdiction, and such petition is not dismissed or withdrawn within sixty (60) days after its filing, or (b) a court of competent jurisdiction enters an order, judgment or decree appointing, without the consent of Grantor a receiver or trustee for it, or for all or any part of its property, and such order, judgment, or decree is not dismissed, withdrawn or reversed within sixty (60) days after the date of entry of such order, judgment or decree.
7.4	Rejection of Pipelines Agreement. A rejection, by or on behalf of Grantor or any other Partnership Entity (as defined in the Pipelines Agreement), of the Pipelines Agreement in bankruptcy.

ARTICLE 8

REMEDIES

8.1 Remedies. Subject, in each case, to the rights of any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the SNDA, and provided no material default by the Holly Entities (as defined in the Pipelines Agreement) has occurred and is continuing, if an Event of Default shall occur and be continuing, Beneficiary may, at Beneficiary’s election and by or through Trustee or otherwise, exercise any or all of the following rights, remedies and recourses:

(a) Entry Upon Mortgaged Property. Enter upon the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto. If Grantor remains in possession of all or any part of the Mortgaged Property after an Event of Default and without Beneficiary’s prior written consent thereto, Beneficiary may invoke any and all legal remedies to dispossess Grantor, including specifically one or more actions for forcible entry and detainer, trespass to try title and writ of restitution. Nothing contained in the foregoing sentence shall, however, be construed to impose any greater obligation or any prerequisites to acquiring possession of the Mortgaged Property after an Event of Default than would have existed in the absence of such sentence.

(b) Operation of Mortgaged Property. Hold, lease, manage, operate or otherwise use or permit the use of the Mortgaged Property, either itself or by other Persons, firms or entities, in such manner, for such time and upon such other terms as Beneficiary may deem to be prudent and reasonable under the circumstances (making such repairs, alterations, additions and improvements thereto and taking any and all other action with reference thereto, from time to time, as Beneficiary shall deem necessary or desirable), and apply all amounts collected by Trustee or Beneficiary in connection therewith in accordance with the provisions of Section 8.8.

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(c) Trustee or Receiver. Prior to, upon or at any time after, commencement of any legal proceedings hereunder, make application to a court of competent jurisdiction as a matter of strict right and without notice to Grantor or regard to the adequacy of the Mortgaged Property for the satisfaction of the Obligations for appointment of a receiver of the Mortgaged Property, and Grantor does hereby irrevocably consent to such appointment. Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Mortgaged Property upon such terms as may be approved by the court.

(d) Other. Exercise any and all other rights, remedies and recourses granted under this Deed of Trust.

8.2	Remedies Cumulative, Concurrent and Nonexclusive. Beneficiary shall have all rights, remedies and recourses granted in the Pipelines Agreement and, subject to the rights of any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the SNDA, the Deed of Trust and same (a) shall be cumulative and concurrent; (b) may be pursued separately, successively or concurrently against Grantor or others obligated under this Deed of Trust, or against the Mortgaged Property, or against any one or more of them, at the sole discretion of Beneficiary; (c) may be exercised as often as occasion therefor shall arise, it being agreed by Grantor that the exercise or failure to exercise any of same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (d) are intended to be, and shall be, nonexclusive.
8.3	Obligations. Neither Grantor, any other Partnership Entity (as defined in the Pipelines Agreement) nor any other Person hereafter obligated for performance or fulfillment of all or any of the Obligations shall be relieved of such obligation by reason of (a) the failure of Trustee to comply with any request of Grantor or any other Person to enforce any provisions of this Deed of Trust; (b) the release, regardless of consideration, of the Mortgaged Property or the addition of any other property to the Mortgaged Property; (c) any agreement or stipulation between any subsequent owner of the Mortgaged Property and Beneficiary extending, renewing, rearranging or in any other way modifying the terms of the Security Documents without first having obtained the consent of, given notice to or paid any consideration to Grantor or such other Person, and in such event Grantor and all such other Persons shall continue to be liable to make payment according to the terms of any such extension or modification agreement unless expressly released and discharged in writing by Beneficiary; or (d) by any other act or occurrence save and except the complete fulfillment of all of the Obligations.
8.4	Release of and Resort to Collateral. Beneficiary may release, regardless of consideration, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interest created in or evidenced by this Deed of Trust or their stature as a lien and security interest in and to the Mortgaged Property.
8.5	Waiver of Redemption, Notice and Marshalling of Assets. To the fullest extent permitted by law, Grantor hereby irrevocably and unconditionally waives and releases (a)

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	all benefits that might accrue to Grantor by virtue of any present or future law exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or extension of time for payment; (b) all notices of any Event of Default or of Trustee’s election to exercise or his actual exercise of any right, remedy or recourse provided for under this Deed of Trust; and (c) any right to a marshalling of assets or a sale in inverse order of alienation.
8.6	Limitation on New Mexico Redemption. Pursuant to NMSA 1978, Section 39-5-19 (1965), the redemption period after foreclosure sale for any Mortgaged Property situated in or otherwise subject to the laws of the State of New Mexico shall be limited to one (1) month.
8.7	Discontinuance of Proceedings. In case Beneficiary shall have proceeded to invoke any right, remedy or recourse permitted under this Deed of Trust and shall thereafter elect to discontinue or abandon same for any reason, Beneficiary shall have the unqualified right so to do and, in such an event, Grantor and Beneficiary shall be restored to their former positions with respect to the Obligations, the Security Documents, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Beneficiary shall continue as if same had never been invoked.
8.8	Application of Proceeds. Subject, in each case, to applicable law and the rights of any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the SNDA (including, without limitation, the right to receive payments otherwise due to HEP under the terms of the Pipelines Agreement), the proceeds and other amounts generated by the holding, operating or other use of, the Mortgaged Property shall be applied by Trustee or Beneficiary (or the receiver, if one is appointed) to the extent that funds are so available therefrom in the following orders of priority:

(a) first, to the payment of the costs and expenses of taking possession of the Mortgaged Property and of holding, using, leasing, repairing and improving the same, including without limitation (i) trustees’ and receivers’ fees, (ii) court costs, (iii) attorneys’ and accountants’ fees, and (iv) the payment of any and all Impositions, liens, security interests or other rights, titles or interests equal or superior to the lien and security interest of this Deed of Trust (except those to which the Mortgaged Property has been sold subject to and without in any way implying Beneficiary’s prior consent to the creation thereof);

(b) second, to the payment of all amounts which may be due to Beneficiary with respect to the Obligations;

(c) third, to the extent permitted by law, funds are available therefor out of the proceeds generated by the holding, operating or other use of the Mortgaged Property and known by Beneficiary, to the payment of any indebtedness or obligation secured by a subordinate deed of trust on or security interest in the Mortgaged Property; and

(d) fourth, to Grantor.

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8.9 INDEMNITY. IN CONNECTION WITH ANY ACTION TAKEN BY TRUSTEE AND/OR BENEFICIARY PURSUANT TO THIS DEED OF TRUST, TRUSTEE AND/OR BENEFICIARY AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS, ACCOUNTANTS AND EXPERTS (COLLECTIVELY THE “INDEMNIFIED PARTIES”) SHALL NOT BE LIABLE FOR ANY LOSS SUSTAINED BY GRANTOR RESULTING FROM (i) AN ASSERTION THAT TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY HAS RECEIVED FUNDS FROM THE OPERATIONS OF THE MORTGAGED PROPERTY CLAIMED BY THIRD PERSONS OR (ii) ANY ACT OR OMISSION OF TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY IN ADMINISTERING, MANAGING, OPERATING OR CONTROLLING THE MORTGAGED PROPERTY, INCLUDING IN EITHER CASE SUCH LOSS WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF TRUSTEE, BENEFICIARY OR AN INDEMNIFIED PARTY OR WHICH MAY RESULT FROM STRICT LIABILITY, WHETHER UNDER APPLICABLE LAW OR OTHERWISE, UNLESS SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH OF TRUSTEE, BENEFICIARY OR ANY INDEMNIFIED PARTY NOR SHALL TRUSTEE, BENEFICIARY AND/OR ANY INDEMNIFIED PARTY BE OBLIGATED TO PERFORM OR DISCHARGE ANY OBLIGATION, DUTY OR LIABILITY OF GRANTOR. GRANTOR SHALL AND DOES HEREBY AGREE TO INDEMNIFY TRUSTEE, BENEFICIARY AND EACH OF THEIR RESPECTIVE INDEMNIFIED PARTIES FOR, AND TO HOLD THEM HARMLESS FROM, ANY AND ALL LOSSES WHICH MAY OR MIGHT BE INCURRED BY TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY BY REASON OF THIS DEED OF TRUST OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER, INCLUDING SUCH LOSSES WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF TRUSTEE, BENEFICIARY OR AN INDEMNIFIED PARTY OR WHICH MAY RESULT FROM STRICT LIABILITY, WHETHER UNDER APPLICABLE LAW OR OTHERWISE, UNLESS SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH OF TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY. SHOULD TRUSTEE, BENEFICIARY AND/OR ANY INDEMNIFIED PARTY MAKE ANY EXPENDITURE ON ACCOUNT OF ANY SUCH LOSSES, THE AMOUNT THEREOF, INCLUDING, WITHOUT LIMITATION, COSTS, EXPENSES AND REASONABLE ATTORNEYS’ FEES, SHALL BE A DEMAND OBLIGATION (WHICH OBLIGATION GRANTOR HEREBY EXPRESSLY PROMISES TO PAY) OWING BY GRANTOR TO TRUSTEE AND/OR BENEFICIARY AND SHALL BEAR INTEREST FROM THE DATE EXPENDED UNTIL PAID AT THE HIGHEST RATE ALLOWED BY LAW, SHALL BE A PART OF THE OBLIGATIONS AND SHALL BE SECURED BY THIS DEED OF TRUST. THE LIABILITIES OF GRANTOR AS SET FORTH IN THIS SECTION 8.9 SHALL SURVIVE THE TERMINATION OF THIS DEED OF TRUST.

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8.10 Limitations on Indemnifications.

(a) To the extent, if at all, but only to the extent, that NMSA 1978, Section 56-7-1 (1971), as amended from time to time, is applicable to this Deed of Trust or any indemnification agreements herein, any agreement to indemnify any indemnitee given in this Deed of Trust, regardless of whether such agreement to indemnify makes reference to this or any other limitation provision, will not extend to liability, claims, damages, losses or expenses, including attorneys’ fees, arising out of (i) the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs or specifications by such indemnitee, or the agents or employees of such indemnitee, or (ii) the giving of or the failure to give directions or instructions by such indemnitee, or the agents or employees of such indemnitee, where such giving or failure to give directions or instructions is the primary cause of bodily injury to persons or damage to property.

(b) To the extent, if at all, but only to the extent, that NMSA 1978, Section 56-7-2 (1999), as amended from time to time, is applicable to this Deed of Trust or any indemnification agreements herein, or agreement to indemnify any indemnitee given in this Deed of Trust, regardless of whether such undertaking or agreement to indemnify makes reference to this or any other limitation provision, this Deed of Trust does not purport to indemnify such indemnitee against loss or liability for damages arising from: (i) the sole or concurrent negligence of such indemnitee or the agents or employees of such indemnitee; (ii) the sole or concurrent negligence of an independent contractor who is directly responsible to such indemnitee; or (iii) an accident that occurs in operations carried on at the direction or under the supervision of such indemnitee, an employee or representative of such indemnitee or in accordance with methods and means specified by such indemnitee or the employees or representatives of such indemnitee.

ARTICLE 9

SECURITY AGREEMENT

9.1

Security Interest. This Deed of Trust shall be construed as a deed of trust on real property and it shall (subject to the Senior Liens) also constitute and serve as a “Security Agreement” on personal property within the meaning of, and shall constitute a security interest under, the Uniform Commercial Code (as the same is codified and in effect in New Mexico) with respect to the Personalty, Fixtures and Leases. To this end, Grantor has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED, AND SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER AND SET OVER, unto Trustee and unto Beneficiary, a security interest in all of Grantor’s right, title and interest in, to and under the Personalty, Fixtures and Leases to secure the full and timely performance and discharge of the Obligations, subject only to the Permitted Encumbrances.

9.2

Financing Statements. Grantor hereby authorizes Beneficiary to file such “Financing Statements,” and Grantor hereby agrees to execute and deliver such further assurances as Beneficiary may, from time to time, consider reasonably necessary to create, perfect and preserve Beneficiary’s security interest herein granted and Beneficiary may cause such

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	statements and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest.
9.3	Uniform Commercial Code Remedies. Subject, in each case, to the rights of any Lienholder under or pursuant to the Senior Liens, and the terms and provisions of the SNDA and this Deed of Trust, Beneficiary and/or Trustee shall have all the rights, remedies and recourses (other than auction and sale rights) with respect to the Personalty, Fixtures and Leases afforded to it by the aforesaid Uniform Commercial Code (as the same is codified and in effect in New Mexico) in addition to, and not in limitation of, the other rights, remedies and recourses afforded by this Deed of Trust.
9.4	No Obligation of Trustee or Beneficiary. The assignment and security interest herein granted shall not be deemed or construed to constitute Trustee or Beneficiary as a trustee in possession of the Mortgaged Property, to obligate Trustee or Beneficiary to lease the Mortgaged Property or attempt to do same, or to take any action, incur any expense or perform or discharge any obligation, duty or liability whatsoever.
9.5	Fixture Filing. This Deed of Trust shall constitute a “fixture filing” for all purposes of Article 9 of the Uniform Commercial Code, as codified and in effect in New Mexico. All or part of the Mortgaged Property are or are to become fixtures; information concerning the security interest herein granted may be obtained at the addresses set forth on the first page hereof. The address of the Secured Party (Beneficiary) is the address set forth in Section 1.1(b) and the address of the Debtor (Grantor) is the address set forth in the opening paragraph of this Deed of Trust.
9.6	Satisfaction and Release. If (a) all Obligations secured hereby shall be paid, performed and satisfied in full, (b) the Mortgaged Property (or any portion thereof, in which case the provisions of clauses (i) through (iv) below shall be applicable only to such portion) shall be sold, consigned, conveyed or transferred in accordance with the provisions of the Pipelines Agreement, [and/or] (c) the Pipelines Agreement shall be terminated, cancelled or otherwise expire, and the Obligations of the Partnership Entities (as defined in the Pipelines Agreement) set forth in Section 2(f) of the Pipelines Agreement shall no longer be applicable, and/or (d) at any time Grantor’s or HEP’s (in the event Grantor does not have a stand-alone credit rating) senior unsecured debt has an Investment Grade Rating (as hereinafter defined) from both Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P”) (or any successor to the rating business of either thereof), then (i) this Deed of Trust shall be null and void, (ii) the liens and security interests created by this Deed of Trust shall be released as promptly as practicable, (iii) the Mortgaged Property shall revert to Grantor (or the transferee in the case of clause (b) above) free and clear of the liens and security interests created by this Deed of Trust, and (iv) Beneficiary and Trustee (as applicable) shall execute and deliver, or cause to be executed and delivered, instruments of satisfaction and release that are reasonably requested by Grantor. Otherwise, this Deed of Trust shall remain and continue in full force and effect. As used in this Section 9.6, the term “Investment Grade Rating” shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, or BBB- (or the equivalent) by S&P.

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ARTICLE 10

CONCERNING THE TRUSTEE

10.1	No Required Action. Trustee shall not be required to take any action toward the execution and enforcement of the trust hereby created or to institute, appear in or defend any action, suit or other proceeding in connection therewith where in his opinion such action will be likely to involve him in expense or liability, unless requested so to do by a written instrument signed by Beneficiary and, if Trustee so requests, unless Trustee is tendered security and indemnity satisfactory to him against any and all costs, expense and liabilities arising therefrom. Trustee shall not be responsible for the execution, acknowledgment or validity of the Security Documents, or for the proper authorization thereof, or for the sufficiency of the lien and security interest purported to be created hereby, and makes no representation in respect thereof or in respect of the rights, remedies and recourses of Beneficiary.
10.2	Certain Rights. With the approval of Beneficiary, Trustee shall have the right to take any and all of the following actions: (a) to select, employ and advise with counsel (who may be, but need not be, counsel for Beneficiary) upon any matters arising hereunder, including the preparation, execution and interpretation of the Security Documents, and shall be fully protected in relying as to legal matters on the advice of counsel; (b) to execute any of the trusts and powers hereof and to perform any duty hereunder either directly or through his agents or attorneys; (c) to select and employ, in and about the execution of his duties hereunder, suitable accountants, engineers and other experts, agents and attorneys-in-fact, either corporate or individual, not regularly in the employ of Trustee, and Trustee shall not be answerable for any act, default or misconduct of any such accountant, engineer or other expert, agent or attorney-in-fact, if selected with reasonable care, or for any error of judgment or act done by Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, except for Trustee’s gross negligence or bad faith; and (d) to take any and all other lawful action as Beneficiary may instruct Trustee to take to protect or enforce Beneficiary’s rights hereunder. Trustee shall not be personally liable in case of entry by him, or anyone entering by virtue of the powers herein granted him, upon the Mortgaged Property for debts contracted or liability or damages incurred in the management or operation of the Mortgaged Property. Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him hereunder, believed by him in good faith to be genuine. Trustee shall be entitled to reimbursement for expenses incurred by him in the performance of his duties hereunder and to reasonable compensation for such of his services hereunder as shall be rendered. Grantor will, from time to time, pay the compensation due to Trustee hereunder and reimburse Trustee for, and save him harmless against, any and all liability and expenses which may be incurred by him in the performance of his duties.
10.3	Retention of Moneys. All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by

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	law) and Trustee shall be under no liability for interest on any moneys received by him hereunder.
10.4	Successor Trustees. Trustee may resign by the giving of notice of such resignation in writing to Beneficiary. If Trustee shall die, resign or become disqualified from acting in the execution of this trust, or shall fail or refuse to execute the same when requested by Beneficiary so to do, or if, for any reason, Beneficiary shall prefer to appoint a substitute trustee to act instead of the aforenamed Trustee, Beneficiary shall have full power to appoint a substitute trustee and, if preferred, several substitute trustees in succession who shall succeed to all the estates, properties, rights, powers and duties of the aforenamed Trustee. Such appointment may be executed by any authorized agent of Beneficiary, and if such Beneficiary be a corporation and such appointment be executed in its behalf by any officer of such corporation, such appointment shall be conclusively presumed to be executed with authority and shall be valid and sufficient without proof of any action by the Board of Directors or any superior officer of the corporation. Grantor hereby ratifies and confirms any and all acts which the aforenamed Trustee, or his successor or successors in this trust, shall do lawfully by virtue hereof.
10.5	Perfection of Appointment. Should any deed, conveyance or instrument of any nature be required from Grantor by any successor Trustee to more fully and certainly vest in and confirm to such new Trustee such estates, rights, powers and duties, then, upon request by such Trustee, any and all such deeds, conveyances and instruments shall be made, executed, acknowledged and delivered and shall be caused to be recorded and/or filed by Grantor.
10.6	Succession Instruments. Any new Trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its or his predecessor in the rights hereunder with like effect as if originally named as Trustee herein; but nevertheless, upon the written request of Beneficiary or of the successor Trustee, the Trustee ceasing to act shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver any of the property and moneys held by such Trustee to the successor Trustee so appointed in its or his place.
10.7	No Representation by Trustee. By accepting or approving anything required to be observed, performed or fulfilled or to be given to Trustee or Beneficiary pursuant to the Security Documents, including but not limited to, any officer’s certificate, balance sheet, statement of profit and loss or other financial statement, survey, appraisal or insurance policy, neither Trustee nor Beneficiary shall be deemed to have warranted, consented to, or affirmed the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not be or constitute any warranty, consent or affirmation with respect thereto by Trustee or Beneficiary.

18

ARTICLE 11

MISCELLANEOUS

11.1	Performance at Grantor’s Expense. The cost and expense of performing or complying with any and all of the Obligations shall be borne solely by Grantor and/or the other Partnership Entities to the extent provided in the Pipelines Agreement.
11.2	Survival of Obligations. Each and all of the Obligations shall survive the execution and delivery of the Security Documents and shall continue in full force and effect until the Obligations have been performed and discharged in full.
11.3	Further Assurances. Grantor, upon the request of Trustee or Beneficiary, will execute, acknowledge, deliver and record and/or file such further instruments and do such further acts as may be necessary, desirable or proper to carry out more effectively the purpose of the Security Documents and to subject to the liens and security interests thereof any property intended by the terms thereof to be covered thereby, including specifically but without limitation, any renewals, additions, substitutions, replacements, betterments or appurtenances to the then Mortgaged Property.
11.4	Recording and Filing. Grantor will cause the Security Documents and all amendments and supplements thereto and substitutions therefor to be recorded, filed, re-recorded and refiled in such manner and in such places as Trustee or Beneficiary shall reasonably request, and will pay all such recording, filing, re-recording and refiling taxes, fees and other charges.
11.5	Notices. All notices or other communications required or permitted to be given pursuant to this Deed of Trust shall be in writing and shall be considered as properly given if mailed by first-class United States mail, postage prepaid, registered or certified with return receipt requested, or by delivering same in person to the intended addressee or by prepaid telegram. Notice so mailed shall be effective two days following its deposit. Notice given in any other manner shall be effective only if and when received by the addressee. For purposes of notice, the addresses of Beneficiary and Grantor shall be as set forth in Section 1.1(b) and the opening paragraph hereinabove, respectively; provided, however, that either party shall have the right to change its address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days’ notice to the other party in the manner set forth hereinabove.
11.6	No Waiver. Any failure by Trustee or Beneficiary to insist, or any election by Trustee or Beneficiary not to insist, upon strict performance by Grantor of any of the terms, provisions or conditions of the Security Documents shall not be deemed to be a waiver of same or of any other terms, provision or condition thereof and Trustee or Beneficiary shall have the right at any time or times thereafter to insist upon strict performance by Grantor of any and all of such terms, provisions and conditions.
11.7	Beneficiary’s Right to Perform the Obligations. If Grantor shall fail, refuse or neglect to make any payment or perform any act required by the Security Documents (after

19

	giving effect to any applicable notice and cure period), then at any time thereafter, and without further notice to or demand upon Grantor and without waiving or releasing any other right, remedy or recourse Beneficiary may have because of same, Beneficiary may (but shall not be obligated to) make such payment or perform such act for the account of and at the expense of Grantor, and shall have the right to enter upon or in the Real Property for such purpose and to take all such action thereon and with respect to the Mortgaged Property as it may deem necessary or appropriate but in any case subject to the rights of any Lienholder arising under or pursuant to the Senior Liens and the terms and provisions of the SNDA. If Beneficiary shall elect to pay any Imposition or other sums due with reference to the Mortgaged Property, Beneficiary may do so in reliance on any bill, statement or assessment procured from the appropriate Governmental Entity or other issuer thereof without inquiring into the accuracy or validity thereof. Similarly, in making any payments to protect the security intended to be created by the Security Documents, Beneficiary shall not be bound to inquire into the validity of any apparent or threatened adverse title, lien, encumbrance, claim or charge before making an advance for the purpose of preventing or removing the same. Grantor shall indemnify Beneficiary for all losses, expenses, damage, claims and causes of action, including reasonable attorneys’ fees, incurred or accruing by reason of any acts performed by Beneficiary pursuant to the provisions of this Section 11.7 or by reason of any other provision in the Security Documents. All sums paid by Beneficiary pursuant to this Section 11.7 and all other sums expended by Beneficiary to which it shall be entitled to be indemnified, together with interest thereon at the maximum rate allowed by law from the date of such payment or expenditure, shall be secured by the Security Documents and shall be paid by Grantor to Beneficiary upon demand.
11.8	Covenants Running with the Land. All Obligations contained in the Security Documents are intended by the parties to be, and shall be construed as, covenants running with the Mortgaged Property.
11.9	Successors and Assigns. All of the terms of the Security Documents shall apply to, be binding upon and inure to the benefit of the parties thereto, their successors and assigns, and all other Persons claiming by, through or under them.
11.10	Severability. The Security Documents are intended to be performed in accordance with, and only to the extent permitted by, all applicable Legal Requirements. If any provision of any of the Security Documents or the application thereof to any Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable neither the remainder of the instrument in which such provision is contained nor the application of such provision to other Persons or circumstances nor the other instruments referred to hereinabove shall be affected thereby, but rather shall be enforced to the greatest extent permitted by law.
11.11	Entire Agreement and Modification. The Security Documents contain the entire agreements between the parties relating to the subject matter hereof and thereof and all prior agreements relative thereto which are not contained herein or therein are terminated. Notwithstanding anything herein to the contrary, Grantor and, by its acceptance hereof, Beneficiary hereby acknowledge and agree that in the event that any of the terms or

20

	provisions of this Deed of Trust conflict with any terms or provisions of the Pipelines Agreement, the terms or provisions of the Pipelines Agreement shall govern and control for all purposes. The Security Documents may not be amended, revised, waived, discharged, released or terminated orally but only by a written instrument or instruments (a) executed by the party against which enforcement of the amendment, revision, waiver, discharge, release or termination is asserted, and (b) consented to by the Lienholders to the extent any such amendment, revision, waiver, discharge, release or termination would be materially adverse to the rights of any such Lienholder. Any alleged amendment, revision, waiver, discharge, release or termination which is not so documented shall not be effective as to any party.
11.12	Counterparts. This Deed of Trust may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute but one instrument.
11.13	Applicable Law. This Deed of Trust shall be construed and enforced in accordance with and governed by the laws of the State of Texas and the laws of the United States of America, except that to the extent that the law of the state in which a portion of the Mortgaged Property is located (or which is otherwise applicable to a portion of the Mortgaged Property) necessarily or appropriately governs with respect to procedural and substantive matters relating to the creation, perfection and enforcement of the liens, security interests and other rights and remedies of Trustee on behalf of Beneficiary or Beneficiary granted herein, the laws of such state shall apply as to that portion of the Mortgaged Property located in (or otherwise subject to the laws of) such state.
11.14	No Partnership. Nothing contained in the Security Documents is intended to, or shall be construed as, creating to any extent and in any manner whatsoever, any partnership, joint venture, or association between Grantor, Trustee and Beneficiary, or in any way make Beneficiary or Trustee coprincipals with Grantor with reference to the Mortgaged Property, and any inferences to the contrary are hereby expressly negated.
11.15	Headings. The Article, Section and Subsection entitlements hereof are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the text of such Articles, Sections or Subsections.
11.16	Waiver of Stay, Moratorium, and Similar Rights. Grantor agrees, to the full extent that it may lawfully do so, that it will not at any time insist upon or plead or in any way take advantage of any appraisement, valuation, stay, marshalling of assets, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or hinder the enforcement of the provisions of this Deed of Trust or the indebtedness secured hereby, or any agreement between Grantor and Beneficiary or any rights or remedies Beneficiary may have thereunder, hereunder or by law.
11.17	Transfer of Mortgaged Property. No sale, lease, exchange, assignment, conveyance or other transfer (each, a “Transfer”) of the Mortgaged Property will extinguish the lien or security interest created by this Deed of Trust, except to the extent provided in Section 9.6 of this Deed of Trust or in the Pipelines Agreement. As a condition to any Transfer, Beneficiary may (a) require the express assumption of the Obligations by the transferee

21

	(with or without the release of Grantor from liability in respect thereof), and (b) require the execution of an assumption agreement, modification agreements, supplemental security documents and financing statements satisfactory in form and substance to Beneficiary.
11.18	Estoppel Certificates. Grantor and Beneficiary agree to execute and deliver from time to time, upon the request of the other party, a certificate regarding the status of the Pipelines Agreement, consisting of statements, if true (or if not, specifying why not), (a) that the Pipelines Agreement is in full force and effect, (b) the date through which payments have been paid, (c) the date of the commencement of the term of the Pipelines Agreement, (d) the nature of any amendments or modifications of the Pipelines Agreement, (e) to such party’s actual knowledge without investigation, no default, or state of facts which with the passage of time or notice (or both) would constitute a default, exists under the Pipelines Agreement, (f) to such party’s actual knowledge without investigation, no setoffs, recoupments, estoppels, claims or counterclaims exist against the other party under the Pipelines Agreement, and (g) such other factual matters as may be reasonably requested.
11.19	Final Agreement. Grantor acknowledges receipt of a copy of this instrument at the time of execution hereof. Grantor acknowledges that, except as incorporated in writing in this Deed of Trust, there are not, and were not, and no persons are or were authorized to make any representations, understandings, stipulations, agreements or promises, oral or written, with respect to the matters addressed in this Deed of Trust. THE WRITTEN AGREEMENTS HEREIN REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
11.20	Other New Mexico Provisions.

(a) In addition to the requirements for giving notice set forth elsewhere in this instrument, all notices shall be sent by regular, first-class United States mail, postage prepaid.

(b) Notwithstanding anything to the contrary contained in this instrument, the appointment of a receiver for the Mortgaged Property shall be in accordance with the New Mexico Receivership Act, §44-8-1, et seq., NMSA 1978.

(c) To the extent this instrument constitutes a deed of trust, it is subject to the New Mexico Deed of Trust Act, §48-10-1, et seq., NMSA 1978.

(d) To the extent this instrument constitutes a mortgage, the grant of the mortgage is made with mortgage covenants and upon the statutory mortgage condition, for the breach of which, except as otherwise provided herein, this instrument is subject to foreclosure as provided by law.

22

(e) For Security Agreement and Fixture Filing purposes, (i) the Debtor’s name is HEP Pipeline, L.L.C., whose address is shown on the first page of this instrument; (ii) the Secured Party’s name is Holly Corporation, whose address is shown in Section 1.1(b) of this instrument; (iii) this instrument covers materials, supplies, equipment, apparatus and other items that are, or are to become, fixtures; and (iv) the real property to which such fixtures are related is attached to this instrument as Exhibit A.

[SIGNATURE PAGE TO FOLLOW]

23

     WITNESS THE EXECUTION HEREOF as of the date first above written.

HEP PIPELINE, L.L.C.
By:	HOLLY ENERGY PARTNERS — OPERATING, L.P., its Sole Member
By:	/s/ David G. Blair
	David G. Blair,
	Senior Vice President

EMPLOYER IDENTIFICATION NUMBER OF GRANTOR:	71-0968296
ORGANIZATIONAL NUMBER OF GRANTOR:	3814278

[Signature Page]

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     This instrument was acknowledged before me on February 29, 2008, by David G. Blair, Senior Vice President of Holly Energy Partners — Operating, L.P., a Delaware limited partnership, sole member of HEP Pipeline, L.L.C., a Delaware limited liability company, on behalf of said limited liability company and limited partnership.

/s/ Julie H. CooperNotary Public, State of Texas

My Commission Expires:

4-8-2009

[Acknowledgment Page]

EXHIBIT A

PIPELINE FEE LAND

     None.

A-1

EXHIBIT B

PIPELINE LEASES

     1. Lease Agreement and Grant of Easement effective April 3, 1996, originally between Olane and LaDoyce Caswell, as Lessors, and Navajo Refining Company, a Delaware corporation, as Lessee (as the same may from time to time be amended, modified, supplemented, extended, renewed, restated, or replaced) covering the following real property:

A TRACT OF LAND LOCATED IN SECTION 5, TOWNSHIP 17 SOUTH, RANGE 32 EAST. N.M.P.M., LEA COUNTY, NEW MEXICO AND BEING MORE PARTICULARY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT BEING N.49’33’E, 407.2 FEET FROM THE SOUTHWEST CORNER OF SAID SECTION 5, THENCE N.42’57’W., 400.0 FEET; THENCE N.47’03’E., 200.0 FEET; THENCE S.42’57’E., 400.0 FEET; THENCE S.47’03’W., 200.0 FEET TO THE POINT OF BEGINNING.

SAID TRACT OF LAND CONTAINS 1.84 ACRES MORE OR LESS.

Lovington Crude Oil Pipeline Tankage Lea County, New Mexico

Original	Document	Document	Recording
Grantee	Type	Date	Date	Book / Page
2. Crouch Station
Navajo Refining Company	Business Lease	4/1/1999	—	BL-1482
3. Monument Junction
Navajo Pipeline Company	Lease	8/13/2001	—	BL No. 1554

     4. Lease Agreement dated as of January 1, 2000, originally between ARCO Pipe Line Company, as Lessor, and Navajo Pipeline Company, as Lessee (as the same may from time to time be amended, modified, supplemented, extended, renewed, restated, or replaced) covering the following real property:

B-1

Tract of land situated in Lea County, State of New Mexico, described as follows:

The SE/4 of the NW/4 Section 15, Township 19 South, Range 38 East and the SW/4 Section 15, Township 19 South, Range 38 East and the NW/4 Section 22, Township 19 South, Range 38 East, less 24 acres, more or less, in the Right of Way of the Texas and New Mexico Railway, the 20 acres conveyed to Tidal Refining Company and more specifically described in the deed dated August 11, 1930 and except 40 acres conveyed to Humble Pipe Line Company as more specifically described in that deed dated July 31, 1930 from Atlantic Oil Producing Company; said tract containing 276 acres, more or less.

     5. Lease and Access Agreement of even date herewith between Navajo Refining Company, L.L.C., as Lessor, and HEP Pipeline, L.L.C., as Lessee, relating to certain land within the Lovington Refinery (as the same may from time to time be amended, modified, supplemented, extended, renewed, restated, or replaced) covering the following real property:

A TRACT OF LAND SITUATED IN THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 16 SOUTH, RANGE 36 EAST, N.M.P.M., LEA COUNTY, NEW MEXICO AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTH CORNER OF THIS TRACT WHICH LIES S89’14’52’W ALONG THE NORTH LINE OF SAID SECTION A DISTANCE OF 1129.2 FEET AND S00’45’08’E 986.9 FEET FROM THE NORTHEAST CORNER OF SAID SECTION: THEN S40’56’23E 446.4 FEET TO THE EAST CORNER OF THIS TRACT: THEN S49’51’36’W 885.9 FEET TO THE SOUTH CORNER OF THIS TRACT: THEN N40’25’30’W 445.7 FEET TO THE WEST CORNER OF THIS TRACT; THEN N49’49’05E 881.8 FEET TO THE POINT OF BEGINNING AND CONTAINING 9.05 ACRES MORE OR LESS.

B-2

EXHIBIT C

PIPELINE EASEMENTS

Lovington Delivery System: Lea County, New Mexico

				Document	Document	Recording
State	County	Original Grantor	Original Grantee	Type	Date	Date	Book / Page
Russell to Lovington Segment
New Mexico	Lea	Valetta Ruth Fingado	Navajo Pipeline Co. L.P.	ROW	12/30/2005	2/16/2006	1427 / 416
New Mexico	Lea	Arly Ray Canada	Navajo Pipeline Co. L.P.	ROW	1/12/2006	2/16/2006	1427 / 412
New Mexico	Lea	Linda G. Cade	Navajo Pipeline Co. L.P.	ROW	1/7/2006	2/16/2006	1427 / 424
New Mexico	Lea	Darrell W. Haden	Navajo Pipeline Co. L.P.	ROW	2/23/2006	4/27/2006	1439 / 710
New Mexico	Lea	Billy B. Powell and Linda J. Powell	Navajo Pipeline Co. L.P.	ROW	1/5/2006	3/7/2006	1431 / 69
New Mexico	Lea	Billy B. Powell and Linda J. Powell	Navajo Pipeline Co. L.P.	ROW	1/23/2006	3/7/2006	1431 / 78
New Mexico	Lea	New Mexico State Highway and Transportation	Navajo Pipeline Co. L.P.	Permit			Secs. 34 & 35
New Mexico	Lea	James L. Blandin and Terry L. Blandin	Navajo Pipeline Co. L.P.	ROW	1/11/2006	3/7/2006	1431 / 65
New Mexico	Lea	Lea County Board of Commissioners	Navajo Pipeline Co. L.P.	Permit	1/5/2006		Secs. 33 & 34
New Mexico	Lea	Mary Dobry	Navajo Pipeline Co. L.P.	ROW	12/30/2005	2/16/2006	1427 / 407
New Mexico	Lea	Lawrence Enterprises Trustee: Larry Parker	Navajo pipeline Co. L.P.	ROW	12/12/2005	2/16/2006	1427 / 403
New Mexico	Lea	Clayton M. Hughes and Calvin Wayne Smith	Navajo Pipeline Co. L.P.	ROW	12/5/2005	3/7/2006	1431 / 74
New Mexico	Lea	Phillip Berry and Aetna Berry	Navajo Pipeline Co. L.P.	ROW	1/9/2006	3/7/2006	1431 / 82

C-1

				Document	Document	Recording
State	County	Original Grantor	Original Grantee	Type	Date	Date	Book / Page
New Mexico	Lea	State of New Mexico	Navajo Pipeline Company L.P.	Tract 036-019 ROW			No. 29761
New Mexico	Lea	Lea County Board of Commissioners	Navajo Pipeline Co. L.P.	Permit	1/5/2006		Secs. 35 & 36
		Lawrence Family Trust Trustee:
New Mexico	Lea	Walter Jeffry Norris	Navajo Pipeline Co. L.P.	ROW	12/28/2005	2/16/2005	1427 / 396
New Mexico	Lea	City of Lovington	Navajo Pipeline Co. L.P.	ROW	1/24/2005		1486 / 154
New Mexico	Lea	New Mexico State Highway and Transportation	Navajo Pipeline Co. L.P.	Permit	4/20/2006		Sec. 35
New Mexico	Lea	Austin Northwestern Railroad Company, Inc.	Navajo Pipeline Co. L.P.	License	2/15/2006
Hobbs to Lovington Segment
New Mexico	Lea	City of Lovington	Southern Union Refining Company	ROW	6/27/1979	7/23/1979	375 / 286
New Mexico	Lea	Thula M. Caylor, a/k/a Thula M. Caylor Fife	Southern Union Refining Company	ROW			375 / 269
New Mexico	Lea	Mary E. Caylor	Southern Union Refining Company	ROW	6/14/1979	7/23/1979	375 / 266
New Mexico	Lea	E.D. & Susie L. Shipp	Southern Union Refining Company	ROW	6/7/1979	7/23/1979	375 / 280
New Mexico	Lea	State of New Mexico	Southern Union Refining Company	ROW	5/22/1979	—	379 / 90 ROW No. 20094
New Mexico	Lea	Charles D. and Florena R. Blakey	Southern Union Refining Company	ROW	6/7/1979	7/23/1979	375 / 275
New Mexico	Lea	Muriel McNeill, Executrix for the Will N. Terry Trust	Southern Union Refining Company	ROW	7/19/1979	7/23/1979	375 / 289
New Mexico	Lea	Muriel McNeill	Southern Union Refining Company	ROW	7/19/1979	7/23/1979	375 / 297
New Mexico	Lea	State of New Mexico	Southern Union Refining Company	ROW			U.S. Hwy. 62 and 180
New Mexico	Lea	Clara Fowler	Southern Union Refining Company	ROW	6/7/1979	9/18/1979	376 / 437

C-2

				Document	Document	Recording
State	County	Original Grantor	Original Grantee	Type	Date	Date	Book / Page
New Mexico	Lea	Wayne A. Cochran, et al	Southern Union Refining Company	ROW	6/19/1979	7/23/1979	375 / 258
New Mexico	Lea	Ruth Furneaux	Southern Union Refining Company	ROW	7/19/1979	1/16/1980	378 / 641
New Mexico	Lea	Marcia McNeill Blackburn	Southern Union Refining Company	ROW	7/19/1979	7/23/1979	375 / 305
New Mexico	Lea	Arco Pipeline Co.	Southern Union Refining Company	ROW	8/8/1979	9/10/1979	376 / 270
New Mexico	Lea	Austin & Northwestern Railroad Co., Inc. (Texas New Mexico Railroad)	Navajo Refining Company, L.P. (Southern Union Refining Company)	License	5/10/2002		TNMR No. 78994
Crouch to Lovington Segment
New Mexico	Lea	State of New Mexico, Commissioner of Public Lands	Koch Industries, Inc.	ROW	2/11/1974	3/15/1974	339 / 756
New Mexico	Lea	Fredda Turner Durham and Dorothy Turner ScHarbauer	Koch Industries, Inc.	ROW	1/31/1974		339 / 846
New Mexico	Lea	Fredda Turner Durham and Dorothy Turner ScHarbauer	Koch Industries, Inc.	ROW	8/20/1974		342 / 615
Russell to Hobbs Segment
New Mexico	Lea	Lea County Board of Directors	Navajo Pipeline Co. L.P.	Permit	12/16/2003		Permit # RX0312124
New Mexico	Lea	VMJ, Inc. Kress Jones, President	Navajo Refining Company L.P.	ROW	11/25/2003	11/25/2003	1268 / 514
New Mexico	Lea	Lea County Board of Commissioners	Navajo Pipeline Co. L.P.	Permit	2/18/2003		Permit # RX030219
New Mexico	Lea	New Mexico State Highway Department	Navajo Refining Company L.P.	Permit	3/16/2004		U.S. 180
New Mexico	Lea	S. E. Cain and wife Lora Cain	American Liberty Pipe Line Company	ROW	3/15/1939	6/27/1949	116 / 391
New Mexico	Lea	Nancy Iola Henry	ARCO Pipe Line Company	ROW	3/30/1995	4/21/1995	602 / 56

C-3

				Document	Document	Recording
State	County	Original Grantor	Original Grantee	Type	Date	Date	Book / Page
New Mexico	Lea	Sam Cain, Administrator of the S. E. Cain Estate	ARCO Pipe Line Company	Surface Easement	4/26/1973	5/17/1973	334 / 804
New Mexico	Lea	T. H. Goode and wife Pearle Goode	American Liberty Pipe Line Company	ROW	3/13/1939	6/27/1949	116 / 389
New Mexico	Lea	J. B. Harvard and wife Lillie Harvard	American Liberty Pipe Line Company	ROW	3/17/1939	6/27/1949	116 / 387
New Mexico	Lea	State of New Mexico	ALOCO Pipe Line Company	Permit	4/24/1939	6/27/1949	116 / 383 Permit #M-872 & 1991 Amendment
New Mexico	Lea	Lea County Board of Commissioners	Navajo Pipeline Co. L.P.	Permit	12/16/2003		Permit #RX0312125
New Mexico	Lea	Lea County Board of Commissioners	Navajo Pipeline Co. L.P.	Permit	2/18/2003		Permit #RX030220
New Mexico	Lea	Frank Selman and wife Minnie	American Liberty Pipe Line Company	ROW	3/14/1939	6/27/1949	116 / 379
New Mexico	Lea	L. D. Cain Jr. and wife Lola Cain	American Liberty Pipe Line Company	ROW	3/20/1939	6/27/1949	116 / 393
New Mexico	Lea	Iola Henry	ARCO Pipe Line Company	ROW	7/1/1993	3/24/1994	500 / 326
New Mexico	Lea	W. A. Dunnam and wife Bessie Dunnam	American Liberty Pipe Line Company	ROW	3/14/1939	6/27/1949	116 / 381
New Mexico	Lea	Thomas William Dunnan	ARCO Pipe Line Company	ROW	8/30/1993	3/24/1994	500 / 330
New Mexico	Lea	Ruby Patricia Walch	ARCO Pipe Line Company	ROW	9/30/1993	3/24/1994	500 / 334
New Mexico	Lea	James A. Selman	Navajo Pipeline Co. L.P.	ROW	1/8/2004	1/15/2004	1278 / 127
New Mexico	Lea	Tanya Hobson	Navajo Pipeline Co. L.P.	ROW	1/8/2004	1/15/2004	1278 / 131
New Mexico	Lea	Gary M. Mead	Navajo Pipeline Co. L.P.	ROW	1/14/2004	1/15/2004	1267 / 135
New Mexico	Lea	Frank J. Foster and wife Mrs. Frank J. Foster	American Liberty Pipe Line Company	ROW	3/14/1939	6/27/1949	116 / 377

C-4

				Document	Document	Recording
State	County	Original Grantor	Original Grantee	Type	Date	Date	Book / Page
New Mexico	Lea	New Mexico State Highway and Transportation Department	Navajo Pipeline Company L.P.	Permit	3/16/2004		Hwy. #18 Permit # 2-14201 Hobbs Station
New Mexico	Lea	Will Terry	American Liberty Pipe Line Company	ROW	3/28/1939	6/27/1949	116 / 375
Gaines to Hobbs Segment 6”
NM	Lea	New Mexico State Highway and Transportation Department	Navajo Pipeline Co. L.P.	Permit	[not dated] circa 04/2004	—	Permit No.2-14235
NM	Lea	Gary M. Schubert Marcia J. Schubert	Navajo Pipeline Co. L.P.	ROW	3/23/2004	5/6/2004	1302 / 145
NM	Lea	Jim F. Selman Steven Scarborough	Navajo Pipeline Co. L.P.	ROW	4/3/2004	5/3/2004	1301 / 442
NM	Lea	TEPPCO Crude Pipeline, L.P.	Navajo Pipeline Company L.P.	ROW	6/14/2004	7/11/2004	1319 / 384
NM	Lea	Lea County Board of Commissioners	Navajo Pipeline Co. L.P.	Permit	4/1/2004	—	Permit # RX040416
NM	Lea	James A. Selman Jean Selman	Navajo Pipeline Company L.P.	ROW	3/30/2004	5/3/2004	1301 / 440

C-5

EXHIBIT D

PIPELINE IMPROVEMENTS

• A 12-inch diameter, 23 mile line running from the Russell, Gaines County, Texas, to the Lovington, Lea County, New Mexico;

• An eight-inch diameter, 20 mile line running from Hobbs, Lea County, New Mexico, to Lovington, Lea County, New Mexico;

• A 6/8-inch, 11 mile line running from Crouch, Lea County, New Mexico, to Lovington, Lea County, New Mexico;

• A six-inch, 20 mile line running from Russell, Gaines County, Texas, to Hobbs, Lea County, New Mexico;

• A six-inch, six mile line running from Gaines, Gaines County, Texas, to Hobbs, Lea County, New Mexico;

• Maljamar Park Station, including all tanks, pump stations and other associated equipment, including without limitation Tanks 46, 47 and 48, Lea County, New Mexico;

• Crouch Station, including all tanks, pump stations and other associated equipment, including without limitation Tank 1038, Lea County, New Mexico;

• Monument Junction, including all tanks, pump stations and other associated equipment, Lea County, New Mexico;

• Hobbs Station, including all tanks, pump stations and other associated equipment, including without limitation Tanks 5201 and 5202, Lea County, New Mexico;

• A four-inch, approximately 14 mile line running from Maljamar Park, Lea County, New Mexico, to Beeson Station, Eddy County, New Mexico;

• Maljamar Park lease connection lines, Lea County, New Mexico;

• North Monument lease connection lines, Lea County, New Mexico;

• South Monument lease connection lines, Lea County, New Mexico;

• Monument Sweet lease connection lines, Lea County, New Mexico;

• Chevron Lacts at Lovington Station 126 lease connection lines, Lea County, New Mexico.

D-1

EXHIBIT E

PIPELINE CONTRACTS

None.

E-1

EXHIBIT F

PIPELINE PERMITS

To the extent assignable, all permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals now or hereafter granted by any Governmental Entity to Grantor or its predecessors in interest pertaining solely to the ownership or operation of the Pipelines.

F-1

EXHIBIT G

PIPELINES

• A 12-inch diameter, 23 mile line running from the Russell, Gaines County, Texas, to the Lovington, Lea County, New Mexico;

• An eight-inch diameter, 20 mile line running from Hobbs, Lea County, New Mexico, to Lovington, Lea County, New Mexico;

• A 6/8-inch, 11 mile line running from Crouch, Lea County, New Mexico, to Lovington, Lea County, New Mexico;

• A six-inch, 20 mile line running from Russell, Gaines County, Texas, to Hobbs, Lea County, New Mexico;

• A six-inch, six mile line running from Gaines, Gaines County, Texas, to Hobbs, Lea County, New Mexico;

• A four-inch, approximately 14 mile line running from Maljamar Park, Lea County, New Mexico, to Beeson Station, Eddy County, New Mexico;

• Maljamar Park lease connection lines, Lea County, New Mexico;

• North Monument lease connection lines, Lea County, New Mexico;

• South Monument lease connection lines, Lea County, New Mexico;

• Monument Sweet lease connection lines, Lea County, New Mexico;

• Chevron Lacts at Lovington Station 126 lease connection lines, Lea County, New Mexico

G-1

ATTACHMENT 1

FORM OF SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT

After recording, return to:
Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite 3700
Dallas, Texas 75201
Attention: Christopher J. Dewar

SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT

     This Subordination, Non-Disturbance and Attornment Agreement (this “Agreement”) is executed effective as of February 29, 2008, among Union Bank of California, N.A., in its capacity as administrative agent (or any assignee of or successor to such administrative agent) under the Credit Agreement (as defined below) and on behalf of the Credit Parties (as defined below) (“Administrative Agent”), and Holly Corporation, a Delaware corporation (“Holly”).

RECITALS:

     A. Holly Energy Partners — Operating, L.P., a Delaware limited partnership (“Operating”), the financial institutions party thereto from time to time (individually, a “Financial Institution” and collectively, the “Financial Institutions”), the Financial Institutions issuing letters of credit thereunder from time to time, if any (individually, an “Issuing Bank” and collectively, the “Issuing Banks”), the Financial Institutions or any affiliate thereof that have entered into hedging arrangements with Operating or any subsidiary thereof from time to time (individually, a “Swap Counterparty” and collectively, the “Swap Counterparties” and, together with Administrative Agent, the Financial Institutions and the Issuing Banks, being collectively referred to herein as the “Credit Parties”) are parties to that certain Amended and Restated Credit Agreement dated as of August 27, 2007 (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified and/or restated from time to time, the “Credit Agreement”).

     B. The Financial Institutions are the present owners and holders of certain promissory notes dated February 25, 2008, executed by Operating and payable to the order of each such Financial Institution (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time and together with any additional notes issued under or pursuant to the Credit Agreement, the “Notes”). Administrative Agent, for the ratable benefit of the Credit Parties, is the beneficiary of that certain Line of Credit Mortgage, Security Agreement, Assignment of Rents and Leases, Fixture Filing and Financing Statement dated effective as of February 29, 2008 and that certain Line of Credit Leasehold Mortgage, Security Agreement, Assignment of Rents and Leases, Fixture Filing, and Financing Statement dated effective as of February 29, 2008 (as heretofore and hereafter renewed,

Attachment 1-1

extended, amended, supplemented, replaced, modified, and/or restated from time to time, collectively, the “Senior Mortgages”), and the secured party under certain other security agreements and documents entered into in connection with the Credit Agreement (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time, the “Security Instruments” and, together with the Credit Agreement, the Notes, the Senior Mortgages and any other documents, instruments and agreements executed and/or delivered in connection with the Credit Agreement, collectively, the “Senior Loan Documents”).

     C. Pursuant to the Senior Loan Documents and to secure the Notes and the other Secured Obligations (as defined in the Senior Mortgages), HEP Pipeline, L.L.C., a Delaware limited liability company (“Grantor”) and a subsidiary of Holly Energy Partners, L.P., a Delaware limited partnership (“HEP”) granted a security interest and mortgage lien to or for the benefit of Administrative Agent, covering the right, title and interest of Grantor in certain property described in Exhibits A through G attached hereto (the “Property”).

     D. Holly is the current owner of certain rights and interests under and pursuant to the provisions of that certain Pipelines and Tankage Agreement dated effective as of February 29, 2008 by and among Holly, Navajo Pipeline Co., L.P., a Delaware limited partnership, Navajo Refining Company, L.L.C., a Delaware limited liability company, Woods Cross Refining Company, L.L.C., a Delaware limited liability company, HEP, Operating, Grantor and HEP Woods Cross, L.L.C., a Delaware limited liability company, (together with any amendments, restatements or modifications from time to time made thereto, the “Pipelines Agreement”).

     E. Holly is the current beneficiary of certain liens and security interests in a portion of the Property (the “Subordinated Liens”) under and pursuant to the provisions of that certain Mortgage, Line of Credit Mortgage and Deed of Trust (with Security Agreement and Financing Statement) (the “Holly Mortgage”) dated effective as of February 29, 2008 executed by Grantor to John N. Patterson, Trustee, for the benefit of Holly, securing the Obligations (as defined in the Holly Mortgage and referred to herein as the “HEP Obligations”), such Holly Mortgage being recorded (or to be recorded) in various counties in the State of New Mexico.

     F. Holly has agreed to subordinate its Subordinated Lien under the Holly Mortgage (but not, pursuant to this Agreement, any of its rights and interests under the Pipelines Agreement) to (i) the Senior Mortgages and the other Senior Loan Documents, and (ii) any other mortgage, deed of trust or security instrument granted by a Purchaser (as defined in Section 3 below) or any subsequent purchaser of any portion of the Mortgaged Property (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time, a “Future Senior Mortgage”) that secures debt and obligations of, and other extensions of credit to, such Purchaser or purchaser (together with the Secured Obligations (as defined in the Senior Mortgages), referred to herein as the “Senior Secured Obligations”) and Administrative Agent has agreed that it and any such Purchaser at foreclosure of a Senior Mortgage shall recognize and not disturb or extinguish the Holly Mortgage, all on the terms and conditions hereinafter set forth.

Attachment 1-2

AGREEMENTS:

     NOW, THEREFORE, in consideration of Ten Dollars ($10) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Administrative Agent and Holly hereby covenant and agree as follows:

     1. Subordination of Holly Mortgage.

          (a) Subject to the provisions of Section 3 and Section 4 hereof, the Subordinated Liens of Holly under the Holly Mortgage and all of the terms, covenants and provisions of the Holly Mortgage, and all rights, remedies and options of Holly thereunder, are and shall at all times continue to be subject, subordinate and inferior in all respects to the Senior Loan Documents and any Future Senior Mortgage and to the liens and security interests thereof and to all amendments, modifications, and replacements thereof, with the same force and effect as if the Senior Loan Documents, or if applicable, the Future Senior Mortgage, had been executed, delivered and recorded prior to the execution, delivery and recordation of the Holly Mortgage. This Agreement is not intended, and shall not be construed, to (i) subordinate the rights and interests of Holly under the Pipelines Agreement (including Holly’s right to quiet enjoyment under the Pipelines Agreement or any claims, remedies or damages that may be due or available to, or become due or available to, Holly under the Pipelines Agreement), or (ii) subordinate the Holly Mortgage to any mortgage, deed of trust, assignment, security agreement, financing statement or other security document, other than, with respect to clause (ii), the Senior Loan Documents and the Future Senior Mortgage. Nothing in this Agreement shall impair, as between HEP, Operating, Grantor or any other Partnership Entity (as defined in the Pipelines Agreement), on the one hand, and Holly, on the other hand, the obligations of HEP, Operating, Grantor and any such other Partnership Entity, which are absolute and unconditional, to perform the HEP Obligations in accordance with their terms.

          (b) Notwithstanding anything herein or in the Holly Mortgage to the contrary, Holly hereby acknowledges and agrees, and Grantor by its consent to this Agreement acknowledges and agrees, that (i) in the event that any of the terms or provisions of this Agreement conflict with any terms or provisions of the Holly Mortgage, the terms or provisions of this Agreement shall govern and control for all purposes; and (ii) without the written prior consent of the Administrative Agent or the beneficiary of any Future Senior Mortgage (together with the Credit Parties, the “Senior Beneficiaries”), neither Holly nor Grantor (nor any future owner of the Mortgaged Property) will amend, revise, supplement, replace, restate, or otherwise modify the Holly Mortgage if such amendment, revision, supplement, replacement, restatement or other modification would be materially adverse to the rights of any Senior Beneficiary.

     2. Relative Rights and Priorities. Subject to the provisions of Section 1, Section 3 and Section 4 hereof:

          (a) Until the Senior Secured Obligations have been indefeasibly paid in full, all commitments to extend credit under the Credit Agreement (or if applicable, any agreement governing obligations secured by a Future Senior Mortgage) have terminated, and all letters of credit issued thereunder have been terminated and returned (the “Senior Obligations Payment Date”), Holly will not (i) commence any foreclosure (whether a judicial foreclosure or non-

Attachment 1-3

judicial foreclosure) of the Holly Mortgage, (ii) accept a deed or assignment in lieu of foreclosure, (iii) otherwise exercise any of its rights or remedies under the Holly Mortgage, or (iv) take any Enforcement Action.

          (b) Holly agrees that, until the Senior Obligations Payment Date has occurred:

               (i) it will not take or cause to be taken any action, the purpose or effect of which is to make any Subordinated Lien pari passu with or senior to, or to give Holly any preference or priority relative to, the liens and security interests with respect to the Senior Secured Obligations;

               (ii) it will not oppose, object to, interfere with, hinder or delay, in any manner, whether by judicial proceedings (including without limitation the filing of an Insolvency Proceeding (as herein defined)) or otherwise, any foreclosure, sale, lease, exchange, transfer or other disposition of the Mortgaged Property (as defined in the Holly Mortgage and with the same meaning herein as therein defined) by any of the Senior Beneficiaries or any other Enforcement Action taken by or on behalf of any of the Senior Beneficiaries;

               (iii) it has no right to (a) direct any of the Senior Beneficiaries to exercise any right, remedy or power with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or any Future Senior Mortgage or (b) consent or object to the exercise by any of the Senior Beneficiaries of any right, remedy or power with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or any Future Senior Mortgage or to the timing or manner in which any such right is exercised or not exercised (or, to the extent they may have any such right described in this clause (iii), whether as a junior lien creditor or otherwise, they hereby irrevocably waive such right);

               (iv) it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any of the Senior Beneficiaries seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, and none of the Senior Beneficiaries shall be liable for any action taken or omitted to be taken by any of the Senior Beneficiaries with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or any Future Senior Mortgage; and

               (v) the Senior Beneficiaries shall have the prior right to collect and receive any and all proceeds which may be paid or distributed in respect of the Mortgaged Property in any Insolvency Proceeding or otherwise arising from any sale or other disposition of the Mortgaged Property.

          (c) Until the Senior Obligations Payment Date has occurred, Holly agrees that it shall not, in, or in connection with, any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case, that is inconsistent with the terms or spirit of, or intent of the parties with respect to, this Agreement, including, without limitation, with respect to the determination of any liens or claims held by any of the Senior Beneficiaries (including the validity and enforceability thereof) or the value of any claims of such parties under the United States Bankruptcy Code or otherwise; provided that Holly may file a proof of claim in an Insolvency

Attachment 1-4

Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations imposed hereby; provided further, that if no proof of claim is filed in any Insolvency Proceeding with respect to the HEP Obligations by the 10th day prior to the bar date for such proof of claim, the Senior Beneficiaries may (but shall have no duty or obligation to), after notice to Holly, file such proof of claim, provided that the foregoing shall not confer to any Senior Beneficiary the right to vote on behalf of Holly in any insolvency proceeding.

          (d) Until the Senior Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against the owner of the Mortgaged Property, any of the Senior Beneficiaries shall have the exclusive right to take and continue any Enforcement Action with respect to the Mortgaged Property, without any consultation with or consent of Holly. Upon the occurrence and during the continuance of a default or an event of default under the Senior Loan Documents or any Future Senior Mortgage, any of the Senior Beneficiaries may take and continue any Enforcement Action with respect to the Senior Secured Obligations and the Mortgaged Property in such order and manner as they may determine in their sole discretion.

          (e) To the extent required, Holly hereby consents to the liens and security interests created by the Senior Mortgages and any Future Senior Mortgage, and Holly shall not object to or contest, or support any other person or entity in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any lien or security interest in the Mortgaged Property granted in favor of any of the Senior Beneficiaries. Notwithstanding any failure by any of the Senior Beneficiaries or Holly or their respective representatives to perfect their liens in the Mortgaged Property or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the liens in the Mortgaged Property granted in favor of any of the Senior Beneficiaries or Holly, the priority and rights as between any of the Senior Beneficiaries and Holly and its representatives with respect to the Mortgaged Property shall be as set forth herein.

     As used in this Section 2, the following terms shall have the following meanings:

     “Enforcement Action” means any demand for payment or acceleration thereof, the bringing of any lawsuit or other proceeding, the exercise of any rights and remedies, directly or indirectly, with respect to any Mortgaged Property, any enforcement or foreclosure of any lien or security interest, any sale in lieu of foreclosure, the taking of possession, exercise of any offset, repossession, garnishment, sequestration or execution, any collection of any Mortgaged Property, any notice to account debtors on any Mortgaged Property or the commencement or prosecution of enforcement of any of the rights and remedies under the Senior Loan Documents or applicable law, including without limitation the exercise of any rights of set-off or recoupment, and the exercise of any rights or remedies of a secured creditor under the uniform commercial code of any applicable jurisdiction, under the United States Bankruptcy Code, as amended from time to time or otherwise; provided, that, neither the exercise or enforcement by Holly of its rights under the Pipelines Agreement, nor the filing of a proof of claim in an Insolvency Proceeding, shall constitute an Enforcement Action.

Attachment 1-5

     “Insolvency Proceeding” means any proceeding in respect of bankruptcy, insolvency, winding up, receivership, dissolution or assignment for the benefit of creditors, in each of the foregoing events whether under the United States Bankruptcy Code, as amended from time to time or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law.

     3. Recognition and Non-Disturbance of Holly Mortgage. If Administrative Agent, any other Credit Party or any other person (Administrative Agent, any other Credit Party or such other person being herein called a “Purchaser”) shall become the owner of any part of the Property by reason of the foreclosure (whether a judicial foreclosure or non-judicial foreclosure) of a Senior Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise (any of such being herein called a “Foreclosure Event”), then for so long as the Pipelines Agreement is in effect, the Purchaser shall (i) recognize the Holly Mortgage, and the Holly Mortgage shall not be terminated or affected thereby, but shall continue in full force and effect upon all of the terms, covenants and conditions set forth in the Holly Mortgage, and (ii) be bound by and subject to all of the terms, provisions, covenants and conditions of the Holly Mortgage; provided, that, the Holly Mortgage shall be subordinated to any Future Senior Mortgage, regardless of whether such Future Senior Mortgage is a direct replacement of an existing Senior Mortgage or Security Instrument, and any such Future Senior Mortgage shall be considered a “Senior Mortgage” for purposes of this Agreement and the Holly Mortgage. Administrative Agent shall not claim, or seek adjudication, that the Holly Mortgage has been terminated or otherwise adversely affected by any Foreclosure Event.

     4. Pipelines Agreement. Administrative Agent recognizes and confirms that the Pipelines Agreement, and the rights and interests of Holly thereunder, shall in no way be restricted, limited or otherwise affected by this Agreement, the Holly Mortgage, the Senior Mortgages, any Future Senior Mortgage, the Security Instruments or any liens or security interests thereof; provided, however, that, Holly agrees that nothing in the Pipelines Agreement shall (a) prevent any Purchaser or subsequent purchaser from owning or operating the Mortgaged Property, so long as such Purchaser or subsequent purchaser shall have assumed, and be in compliance with, the Partnership Entities’ (as defined in the Pipelines Agreement) obligations under the Pipelines Agreement and shall have executed an “SNDA” as defined in, and in accordance with, Article 6 of the Holly Mortgage, or (b) be deemed to invalidate or require the release of any Senior Beneficiary’s liens in the Mortgaged Property in connection with the exercise by Holly of a purchase option under the Pipelines Agreement or otherwise. Holly shall not amend, modify or supplement the Pipelines Agreement without the prior written consent of the Majority Banks (as defined in the Credit Agreement); provided, that, such amendments, modifications or supplements may be made without the consent of the Majority Banks if such amendments, modifications or supplements (i) individually or in the aggregate, are not materially adverse to the rights of the Administrative Agent or the Financial Institutions, and (ii) individually or in the aggregate, do not materially decrease the economic benefit that Operating would have otherwise received pursuant to such agreement. Administrative Agent, both for itself and for any Purchaser, further agrees that upon any Foreclosure Event, the Pipelines Agreement shall not be terminated or affected thereby, nor shall Holly’s right to ship or store petroleum products through the pipelines or in the terminals, respectively, constituting a portion of the Property in accordance with the provisions of the Pipelines Agreement (or any other rights of Holly under the Pipelines Agreement) be affected or disturbed because of the Foreclosure

Attachment 1-6

Event, but rather the Pipelines Agreement shall continue in full force and effect as direct obligations between the Purchaser and Holly, upon all of the terms, covenants and conditions set forth in the Pipelines Agreement. Neither Administrative Agent nor any Purchaser shall claim, or seek adjudication, that the Pipelines Agreement has been terminated or otherwise adversely affected by any Foreclosure Event. Notwithstanding the foregoing, in the event that the Pipelines Agreement is rejected in bankruptcy or is otherwise terminated, the Purchaser shall, promptly upon request by Holly, enter into a Pipelines Agreement with Holly on substantially the same terms (and with tariffs and minimum volumes commensurate with those then applicable under the Pipelines Agreement) and conditions as the rejected or terminated Pipelines Agreement, but having a term commencing on the date on which Purchaser acquired title to any portion of the Property. The immediately preceding sentence shall be deemed to be a covenant running with the land and shall be binding on any person or entity that acquires title to all or party of the Property by, through or under a Senior Mortgage.

     5. Attornment With Respect to the Pipelines Agreement. Upon the occurrence of any Foreclosure Event, Holly shall attorn to the Purchaser, the Purchaser shall accept such attornment, and the Purchaser and Holly shall be bound to each other under all of the terms, provisions, covenants and conditions of the Pipelines Agreement; provided, that, except for Holly’s express rights and remedies under the Pipelines Agreement, in no event shall the Purchaser be liable for any act, omission, default, misrepresentation, or breach of warranty of HEP, Grantor or any other Partnership Entity (as defined in the Pipelines Agreement) (or any owner of the Mortgaged Property prior to such Purchaser) or obligations accruing prior to Purchaser’s actual ownership of the Property. The provisions of this Agreement regarding attornment by Holly shall be self-operative and effective without the necessity of execution of any new document on the part of any party hereto or the respective heirs, legal representatives, successors or assigns of any such party. Holly agrees, however, to execute and deliver upon the request of Purchaser, any instrument or certificate which in the reasonable judgment of Purchaser may be necessary or appropriate to evidence such attornment.

     6. Estoppel Certificate. Holly agrees to execute and deliver from time to time, upon the request of any of the Senior Beneficiaries, a certificate regarding the status of the Pipelines Agreement, consisting of statements, if true (or if not, specifying why not), (a) that the Pipelines Agreement is in full force and effect, (b) the date through which payments have been paid, (c) the date of the commencement of the term of the Pipelines Agreement, (d) the nature of any amendments or modifications of the Pipelines Agreement, (e) to Holly’s actual knowledge without investigation, no default, or state of facts which with the passage of time or notice (or both) would constitute a default, exists under the Pipelines Agreement, (f) to Holly’s actual knowledge without investigation, no setoffs, recoupments, estoppels, claims or counterclaims exist against HEP or any other Partnership Entity (as defined in the Pipelines Agreement) under the Pipelines Agreement, and (g) such other factual matters as may be reasonably requested.

     7. [Intentionally Omitted].

     8. Reliance on Notices. Grantor agrees that Holly may rely upon any and all notices from Administrative Agent or any Purchaser, even if such conflict with notices from Grantor.

Attachment 1-7

     9. Notices. All notices, consents and other communications pursuant to the provisions of this Agreement shall be in writing and shall be sent by (a) registered or certified mail, postage prepaid, return receipt requested, (b) nationally recognized overnight delivery service, or (c) telecopier, addressed as follows:

If to Administrative Agent:	Union Bank of California, N.A.
	445 South Figueroa Street, 15th Floor
	Los Angeles, California 90071
	Attention: Sean Murphy
	Telecopy: (213) 236-6823
If to Holly:	Holly Corporation
	100 Crescent Court, Suite 1600
	Dallas, Texas 75201-6927
	Attention: General Counsel
	Telecopy: (214) 871-3523

Notice sent by registered or certified mail, postage prepaid, return receipt requested, shall be deemed given and received on the third Business Day (hereinafter defined) after being deposited in the United States mail, notice sent by nationally recognized overnight delivery service shall be deemed given in conformity with this paragraph and received on the first Business Day after being deposited with such delivery service, and notice given by telecopier shall be deemed given and received upon actual receipt if received during the recipient’s normal business hours or at the beginning of the recipient’s next Business Day after receipt if not received during the recipient’s normal business hours. Each party may designate a change of address by notice to the other party. “Business Day” means a day upon which commercial banks are not authorized or required by law to close in Dallas, Texas.

     10. Binding Effect. This Agreement shall be binding upon Administrative Agent, Holly and any Purchaser and inure to the benefit of the Senior Beneficiaries and Holly and their respective successors and assigns. Grantor has assigned to Administrative Agent its rights hereunder, and the Partnership Entities (as defined in the Pipelines Agreement) have assigned to Administrative Agent their rights under the Pipelines Agreement by way of a collateral assignment. The parties agree that any person that shall become the owner of any of the rights of Grantor hereunder, or any of the rights of such Partnership Entities under the Pipelines Agreement by reason of foreclosure (whether a judicial foreclosure or non-judicial foreclosure and including, without limitation, Administrative Agent) or the acceptance of a deed or assignment in lieu of foreclosure or otherwise shall (a) have the same rights as Grantor hereunder, and such Partnership Entities under the Pipelines Agreement, including, without limitation, under this Section 10, and (b) be bound by and subject to all of the terms, provisions, covenants and conditions of this Agreement.

     11. General Definitions. The term “Administrative Agent” as used herein shall include the successors and assigns of Administrative Agent. The term “HEP” as used herein shall include the successors and assigns of HEP under the Pipelines Agreement, but shall not mean or include Administrative Agent. The term “Property” as used herein shall mean the Property, the improvements now or hereafter located thereon and the estates therein encumbered

Attachment 1-8

by the Senior Mortgages. The term “Holly” as used herein shall include the successors and assigns of Holly hereunder and under the Pipelines Agreement including, without limitation, any Holly Successor.

     12. Modifications. This Agreement may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto.

     13. Governing Law. This Agreement shall be governed by and construed under the laws of the State in which the Property is located.

     14. Duplicate Originals; Counterparts. This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of such together shall constitute a single Agreement.

     15. Further Assurances. Without unreasonable delay and to the extent requested by HEP, subject to Section 4 hereof and Article 6 of the Holly Mortgage, Holly will enter into new Subordination, Non-Disturbance and Attornment Agreements, if necessary or advisable, to facilitate the extension, amendment, supplement, restatement, replacement or refinancing of the indebtedness under the Credit Agreement.

[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

Attachment 1-9

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

ADMINISTRATIVE AGENT:	UNION BANK OF CALIFORNIA, N.A., as Administrative Agent
	By:
		Name:
		Title:
HOLLY:	HOLLY CORPORATION
	By:
		Bruce R. Shaw
		Senior Vice President and Chief Financial Officer

Attachment 1-10

GRANTOR’S CONSENT

     The undersigned hereby consents to the foregoing Subordination, Non-Disturbance and Attornment Agreement and, without limitation, agrees to the provisions of Section 1 thereof.

HEP PIPELINE, L.L.C.
By:	HOLLY ENERGY PARTNERS — OPERATING, L.P., its Sole Member
By:
	David G. Blair,
	Senior Vice President

Attachment 1-11

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     THIS INSTRUMENT was acknowledged before me on                           , 2008 by                                          ,                      of Union Bank of California, N.A., a national banking association, as Administrative Agent, on behalf of such banking association.

My Commission Expires

Notary Public in and for the State of Texas 

Printed Name of Notary 

Attachment 1-12

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     THIS INSTRUMENT was acknowledged before me on                           , 2008 by Bruce R. Shaw, Senior Vice President and Chief Financial Officer of Holly Corporation, a Delaware corporation , on behalf of such corporation.

My Commission Expires

Notary Public in and for the State of Texas 

Printed Name of Notary 

Attachment 1-13

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     This instrument was acknowledged before me on                           , 2008, by David G. Blair, Senior Vice President of Holly Energy Partners — Operating, L.P., a Delaware limited partnership, sole member of HEP Pipeline, L.L.C., a Delaware limited liability company, on behalf of said limited liability company and limited partnership.

My Commission Expires

Notary Public in and for the State of Texas 

Printed Name of Notary 

Attachment 1-14

EXHIBIT A

PIPELINE FEE LAND

     None.

Attachment 1-15

EXHIBIT B

PIPELINE LEASES

     1. Lease Agreement and Grant of Easement effective April 3, 1996, originally between Olane and LaDoyce Caswell, as Lessors, and Navajo Refining Company, a Delaware corporation, as Lessee (as the same may from time to time be amended, modified, supplemented, extended, renewed, restated, or replaced) covering the following real property:

A TRACT OF LAND LOCATED IN SECTION 5, TOWNSHIP 17 SOUTH, RANGE 32 EAST. N.M.P.M., LEA COUNTY, NEW MEXICO AND BEING MORE PARTICULARY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT BEING N.49’33’E, 407.2 FEET FROM THE SOUTHWEST CORNER OF SAID SECTION 5, THENCE N.42’57’W., 400.0 FEET; THENCE N.47’03’E., 200.0 FEET; THENCE S.42’57’E., 400.0 FEET; THENCE S.47’03’W., 200.0 FEET TO THE POINT OF BEGINNING.

SAID TRACT OF LAND CONTAINS 1.84 ACRES MORE OR LESS.

Lovington Crude Oil Pipeline Tankage Lea County, New Mexico

Original	Document	Document	Recording
Grantee	Type	Date	Date	Book / Page
2. Crouch Station
Navajo Refining Company	Business Lease	4/1/1999	—	BL-1482
3. Monument Junction
Navajo Pipeline Company	Lease	8/13/2001	—	BL No. 1554

     4. Lease Agreement dated as of January 1, 2000, originally between ARCO Pipe Line Company, as Lessor, and Navajo Pipeline Company, as Lessee (as the same may from time to time be amended, modified, supplemented, extended, renewed, restated, or replaced) covering the following real property:

Attachment 1-16

Tract of land situated in Lea County, State of New Mexico, described as follows:

The SE/4 of the NW/4 Section 15, Township 19 South, Range 38 East and the SW/4 Section 15, Township 19 South, Range 38 East and the NW/4 Section 22, Township 19 South, Range 38 East, less 24 acres, more or less, in the Right of Way of the Texas and New Mexico Railway, the 20 acres conveyed to Tidal Refining Company and more specifically described in the deed dated August 11, 1930 and except 40 acres conveyed to Humble Pipe Line Company as more specifically described in that deed dated July 31, 1930 from Atlantic Oil Producing Company; said tract containing 276 acres, more or less.

     5. Lease and Access Agreement of even date herewith between Navajo Refining Company, L.L.C., as Lessor, and HEP Pipeline, L.L.C., as Lessee, relating to certain land within the Lovington Refinery (as the same may from time to time be amended, modified, supplemented, extended, renewed, restated, or replaced) covering the following real property:

A TRACT OF LAND SITUATED IN THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 16 SOUTH, RANGE 36 EAST, N.M.P.M., LEA COUNTY, NEW MEXICO AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTH CORNER OF THIS TRACT WHICH LIES S89’14’52’W ALONG THE NORTH LINE OF SAID SECTION A DISTANCE OF 1129.2 FEET AND S00’45’08’E 986.9 FEET FROM THE NORTHEAST CORNER OF SAID SECTION: THEN S40’56’23E 446.4 FEET TO THE EAST CORNER OF THIS TRACT: THEN S49’51’36’W 885.9 FEET TO THE SOUTH CORNER OF THIS TRACT: THEN N40’25’30’W 445.7 FEET TO THE WEST CORNER OF THIS TRACT; THEN N49’49’05E 881.8 FEET TO THE POINT OF BEGINNING AND CONTAINING 9.05 ACRES MORE OR LESS.

Attachment 1-17

EXHIBIT C

PIPELINE EASEMENTS

Lovington Delivery System: Lea County, New Mexico

				Document	Document	Recording
State	County	Original Grantor	Original Grantee	Type	Date	Date	Book / Page
Russell to Lovington Segment
New Mexico	Lea	Valetta Ruth Fingado	Navajo Pipeline Co. L.P.	ROW	12/30/2005	2/16/2006	1427 / 416
New Mexico	Lea	Arly Ray Canada	Navajo Pipeline Co. L.P.	ROW	1/12/2006	2/16/2006	1427 / 412
New Mexico	Lea	Linda G. Cade	Navajo Pipeline Co. L.P.	ROW	1/7/2006	2/16/2006	1427 / 424
New Mexico	Lea	Darrell W. Haden	Navajo Pipeline Co. L.P.	ROW	2/23/2006	4/27/2006	1439 / 710
New Mexico	Lea	Billy B. Powell and Linda J. Powell	Navajo Pipeline Co. L.P.	ROW	1/5/2006	3/7/2006	1431 / 69
New Mexico	Lea	Billy B. Powell and Linda J. Powell	Navajo Pipeline Co. L.P.	ROW	1/23/2006	3/7/2006	1431 / 78
New Mexico	Lea	New Mexico State Highway and Transportation	Navajo Pipeline Co. L.P.	Permit			Secs. 34 & 35
New Mexico	Lea	James L. Blandin and Terry L. Blandin	Navajo Pipeline Co. L.P.	ROW	1/11/2006	3/7/2006	1431 / 65
New Mexico	Lea	Lea County Board of Commissioners	Navajo Pipeline Co. L.P.	Permit	1/5/2006		Secs. 33 & 34
New Mexico	Lea	Mary Dobry	Navajo Pipeline Co. L.P.	ROW	12/30/2005	2/16/2006	1427 / 407
New Mexico	Lea	Lawrence Enterprises Trustee: Larry Parker	Navajo pipeline Co. L.P.	ROW	12/12/2005	2/16/2006	1427 / 403
New Mexico	Lea	Clayton M. Hughes and Calvin Wayne Smith	Navajo Pipeline Co. L.P.	ROW	12/5/2005	3/7/2006	1431 / 74
New Mexico	Lea	Phillip Berry and Aetna Berry	Navajo Pipeline Co. L.P.	ROW	1/9/2006	3/7/2006	1431 / 82

Attachment 1-18

				Document	Document	Recording
State	County	Original Grantor	Original Grantee	Type	Date	Date	Book / Page
New Mexico	Lea	State of New Mexico	Navajo Pipeline Company L.P.	Tract 036-019 ROW			No. 29761
New Mexico	Lea	Lea County Board of Commissioners	Navajo Pipeline Co. L.P.	Permit	1/5/2006		Secs. 35 & 36
		Lawrence Family Trust Trustee:
New Mexico	Lea	Walter Jeffry Norris	Navajo Pipeline Co. L.P.	ROW	12/28/2005	2/16/2005	1427 / 396
New Mexico	Lea	City of Lovington	Navajo Pipeline Co. L.P.	ROW	1/24/2005		1486 / 154
New Mexico	Lea	New Mexico State Highway and Transportation	Navajo Pipeline Co. L.P.	Permit	4/20/2006		Sec. 35
New Mexico	Lea	Austin Northwestern Railroad Company, Inc.	Navajo Pipeline Co. L.P.	License	2/15/2006
Hobbs to Lovington Segment
New Mexico	Lea	City of Lovington	Southern Union Refining Company	ROW	6/27/1979	7/23/1979	375 / 286
New Mexico	Lea	Thula M. Caylor, a/k/a Thula M. Caylor Fife	Southern Union Refining Company	ROW			375 / 269
New Mexico	Lea	Mary E. Caylor	Southern Union Refining Company	ROW	6/14/1979	7/23/1979	375 / 266
New Mexico	Lea	E.D. & Susie L. Shipp	Southern Union Refining Company	ROW	6/7/1979	7/23/1979	375 / 280
New Mexico	Lea	State of New Mexico	Southern Union Refining Company	ROW	5/22/1979	—	379 / 90 ROW No. 20094
New Mexico	Lea	Charles D. and Florena R. Blakey	Southern Union Refining Company	ROW	6/7/1979	7/23/1979	375 / 275
New Mexico	Lea	Muriel McNeill, Executrix for the Will N. Terry Trust	Southern Union Refining Company	ROW	7/19/1979	7/23/1979	375 / 289
New Mexico	Lea	Muriel McNeill	Southern Union Refining Company	ROW	7/19/1979	7/23/1979	375 / 297
New Mexico	Lea	State of New Mexico	Southern Union Refining Company	ROW			U.S. Hwy. 62 and 180
New Mexico	Lea	Clara Fowler	Southern Union Refining Company	ROW	6/7/1979	9/18/1979	376 / 437

Attachment 1-19

				Document	Document	Recording
State	County	Original Grantor	Original Grantee	Type	Date	Date	Book / Page
New Mexico	Lea	Wayne A. Cochran, et al	Southern Union Refining Company	ROW	6/19/1979	7/23/1979	375 / 258
New Mexico	Lea	Ruth Furneaux	Southern Union Refining Company	ROW	7/19/1979	1/16/1980	378 / 641
New Mexico	Lea	Marcia McNeill Blackburn	Southern Union Refining Company	ROW	7/19/1979	7/23/1979	375 / 305
New Mexico	Lea	Arco Pipeline Co.	Southern Union Refining Company	ROW	8/8/1979	9/10/1979	376 / 270
New Mexico	Lea	Austin & Northwestern Railroad Co., Inc. (Texas New Mexico Railroad)	Navajo Refining Company, L.P. (Southern Union Refining Company)	License	5/10/2002		TNMR No. 78994
Crouch to Lovington Segment
New Mexico	Lea	State of New Mexico, Commissioner of Public Lands	Koch Industries, Inc.	ROW	2/11/1974	3/15/1974	339 / 756
New Mexico	Lea	Fredda Turner Durham and Dorothy Turner ScHarbauer	Koch Industries, Inc.	ROW	1/31/1974		339 / 846
New Mexico	Lea	Fredda Turner Durham and Dorothy Turner ScHarbauer	Koch Industries, Inc.	ROW	8/20/1974		342 / 615
Russell to Hobbs Segment
New Mexico	Lea	Lea County Board of Directors	Navajo Pipeline Co. L.P.	Permit	12/16/2003		Permit # RX0312124
New Mexico	Lea	VMJ, Inc. Kress Jones, President	Navajo Refining Company L.P.	ROW	11/25/2003	11/25/2003	1268 / 514
New Mexico	Lea	Lea County Board of Commissioners	Navajo Pipeline Co. L.P.	Permit	2/18/2003		Permit # RX030219
New Mexico	Lea	New Mexico State Highway Department	Navajo Refining Company L.P.	Permit	3/16/2004		U.S. 180
New Mexico	Lea	S. E. Cain and wife Lora Cain	American Liberty Pipe Line Company	ROW	3/15/1939	6/27/1949	116 / 391
New Mexico	Lea	Nancy Iola Henry	ARCO Pipe Line Company	ROW	3/30/1995	4/21/1995	602 / 56

Attachment 1-20

				Document	Document	Recording
State	County	Original Grantor	Original Grantee	Type	Date	Date	Book / Page
New Mexico	Lea	Sam Cain, Administrator of the S. E. Cain Estate	ARCO Pipe Line Company	Surface Easement	4/26/1973	5/17/1973	334 / 804
New Mexico	Lea	T. H. Goode and wife Pearle Goode	American Liberty Pipe Line Company	ROW	3/13/1939	6/27/1949	116 / 389
New Mexico	Lea	J. B. Harvard and wife Lillie Harvard	American Liberty Pipe Line Company	ROW	3/17/1939	6/27/1949	116 / 387
New Mexico	Lea	State of New Mexico	ALOCO Pipe Line Company	Permit	4/24/1939	6/27/1949	116 / 383 Permit #M-872 & 1991 Amendment
New Mexico	Lea	Lea County Board of Commissioners	Navajo Pipeline Co. L.P.	Permit	12/16/2003		Permit #RX0312125
New Mexico	Lea	Lea County Board of Commissioners	Navajo Pipeline Co. L.P.	Permit	2/18/2003		Permit #RX030220
New Mexico	Lea	Frank Selman and wife Minnie	American Liberty Pipe Line Company	ROW	3/14/1939	6/27/1949	116 / 379
New Mexico	Lea	L. D. Cain Jr. and wife Lola Cain	American Liberty Pipe Line Company	ROW	3/20/1939	6/27/1949	116 / 393
New Mexico	Lea	Iola Henry	ARCO Pipe Line Company	ROW	7/1/1993	3/24/1994	500 / 326
New Mexico	Lea	W. A. Dunnam and wife Bessie Dunnam	American Liberty Pipe Line Company	ROW	3/14/1939	6/27/1949	116 / 381
New Mexico	Lea	Thomas William Dunnan	ARCO Pipe Line Company	ROW	8/30/1993	3/24/1994	500 / 330
New Mexico	Lea	Ruby Patricia Walch	ARCO Pipe Line Company	ROW	9/30/1993	3/24/1994	500 / 334
New Mexico	Lea	James A. Selman	Navajo Pipeline Co. L.P.	ROW	1/8/2004	1/15/2004	1278 / 127
New Mexico	Lea	Tanya Hobson	Navajo Pipeline Co. L.P.	ROW	1/8/2004	1/15/2004	1278 / 131
New Mexico	Lea	Gary M. Mead	Navajo Pipeline Co. L.P.	ROW	1/14/2004	1/15/2004	1267 / 135
New Mexico	Lea	Frank J. Foster and wife Mrs. Frank J. Foster	American Liberty Pipe Line Company	ROW	3/14/1939	6/27/1949	116 / 377

Attachment 1-21

				Document	Document	Recording
State	County	Original Grantor	Original Grantee	Type	Date	Date	Book / Page
New Mexico	Lea	New Mexico State Highway and Transportation Department	Navajo Pipeline Company L.P.	Permit	3/16/2004		Hwy. #18 Permit # 2-14201 Hobbs Station
New Mexico	Lea	Will Terry	American Liberty Pipe Line Company	ROW	3/28/1939	6/27/1949	116 / 375
Gaines to Hobbs Segment 6”
NM	Lea	New Mexico State Highway and Transportation Department	Navajo Pipeline Co. L.P.	Permit	[not dated] circa 04/2004	—	Permit No.2-14235
NM	Lea	Gary M. Schubert Marcia J. Schubert	Navajo Pipeline Co. L.P.	ROW	3/23/2004	5/6/2004	1302 / 145
NM	Lea	Jim F. Selman Steven Scarborough	Navajo Pipeline Co. L.P.	ROW	4/3/2004	5/3/2004	1301 / 442
NM	Lea	TEPPCO Crude Pipeline, L.P.	Navajo Pipeline Company L.P.	ROW	6/14/2004	7/11/2004	1319 / 384
NM	Lea	Lea County Board of Commissioners	Navajo Pipeline Co. L.P.	Permit	4/1/2004	—	Permit # RX040416
NM	Lea	James A. Selman Jean Selman	Navajo Pipeline Company L.P.	ROW	3/30/2004	5/3/2004	1301 / 440

Attachment 1-22

EXHIBIT D

PIPELINE IMPROVEMENTS

• A 12-inch diameter, 23 mile line running from the Russell, Gaines County, Texas, to the Lovington, Lea County, New Mexico;

• An eight-inch diameter, 20 mile line running from Hobbs, Lea County, New Mexico, to Lovington, Lea County, New Mexico;

• A 6/8-inch, 11 mile line running from Crouch, Lea County, New Mexico, to Lovington, Lea County, New Mexico;

• A six-inch, 20 mile line running from Russell, Gaines County, Texas, to Hobbs, Lea County, New Mexico;

• A six-inch, six mile line running from Gaines, Gaines County, Texas, to Hobbs, Lea County, New Mexico;

• Maljamar Park Station, including all tanks, pump stations and other associated equipment, including without limitation Tanks 46, 47 and 48, Lea County, New Mexico;

• Crouch Station, including all tanks, pump stations and other associated equipment, including without limitation Tank 1038, Lea County, New Mexico;

• Monument Junction, including all tanks, pump stations and other associated equipment, Lea County, New Mexico;

• Hobbs Station, including all tanks, pump stations and other associated equipment, including without limitation Tanks 5201 and 5202, Lea County, New Mexico;

• A four-inch, approximately 14 mile line running from Maljamar Park, Lea County, New Mexico, to Beeson Station, Eddy County, New Mexico;

• Maljamar Park lease connection lines, Lea County, New Mexico;

• North Monument lease connection lines, Lea County, New Mexico;

• South Monument lease connection lines, Lea County, New Mexico;

• Monument Sweet lease connection lines, Lea County, New Mexico;

• Chevron Lacts at Lovington Station 126 lease connection lines, Lea County, New Mexico.

Attachment 1-23

EXHIBIT E

PIPELINE CONTRACTS

     None.

Attachment 1-24

EXHIBIT F

PIPELINE PERMITS

To the extent assignable, all permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals now or hereafter granted by any Governmental Entity to Grantor or its predecessors in interest pertaining solely to the ownership or operation of the Pipelines.

Attachment 1-25

EXHIBIT G

PIPELINES

• A 12-inch diameter, 23 mile line running from the Russell, Gaines County, Texas, to the Lovington, Lea County, New Mexico;

• An eight-inch diameter, 20 mile line running from Hobbs, Lea County, New Mexico, to Lovington, Lea County, New Mexico;

• A 6/8-inch, 11 mile line running from Crouch, Lea County, New Mexico, to Lovington, Lea County, New Mexico;

• A six-inch, 20 mile line running from Russell, Gaines County, Texas, to Hobbs, Lea County, New Mexico;

• A six-inch, six mile line running from Gaines, Gaines County, Texas, to Hobbs, Lea County, New Mexico;

• A four-inch, approximately 14 mile line running from Maljamar Park, Lea County, New Mexico, to Beeson Station, Eddy County, New Mexico;

• Maljamar Park lease connection lines, Lea County, New Mexico;

• North Monument lease connection lines, Lea County, New Mexico;

• South Monument lease connection lines, Lea County, New Mexico;

• Monument Sweet lease connection lines, Lea County, New Mexico;

• Chevron Lacts at Lovington Station 126 lease connection lines, Lea County, New Mexico

Attachment 1-26

EX-10.3

PREPARED BY AND WHEN
RECORDED RETURN TO:

Holly Corporation
100 Crescent Court, Suite 1600
Dallas, Texas 75201-6927
Attn: General Counsel

MORTGAGE, LINE OF CREDIT MORTGAGE AND DEED OF TRUST
(WITH SECURITY AGREEMENT AND FINANCING STATEMENT)

BY

HEP PIPELINE, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY,
AS GRANTOR

TO

JOHN N. PATTERSON,
AS TRUSTEE

FOR THE BENEFIT OF

HOLLY CORPORATION,
A DELAWARE CORPORATION
AS BENEFICIARY

DATED EFFECTIVE AS OF FEBRUARY 29, 2008

THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A TRANSMITTING UTILITY.

THIS INSTRUMENT COVERS GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN AND IS TO BE FILED FOR RECORD IN THE RECORDS WHERE MORTGAGES ON REAL ESTATE ARE RECORDED. ADDITIONALLY, THIS INSTRUMENT SHOULD BE APPROPRIATELY INDEXED, NOT ONLY AS A MORTGAGE, BUT ALSO AS A FINANCING STATEMENT COVERING GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN. THE MAILING ADDRESSES OF THE GRANTOR (DEBTOR) AND BENEFICIARY (BENEFICIARY) ARE SET FORTH IN THIS INSTRUMENT.

MORTGAGE, LINE OF CREDIT MORTGAGE AND DEED OF TRUST
(WITH SECURITY AGREEMENT AND FINANCING STATEMENT)

     This MORTGAGE, LINE OF CREDIT MORTGAGE AND DEED OF TRUST (WITH SECURITY AGREEMENT AND FINANCING STATEMENT) (hereinafter referred to as this “Deed of Trust”), is entered into effective as of the 29th day of February, 2008, by HEP PIPELINE, L.L.C., a Delaware limited liability company (hereinafter referred to as “Grantor”), a subsidiary of Holly Energy Partners, L.P., a Delaware limited partnership (“HEP”), whose address for notice hereunder is at 100 Crescent Court, Suite 1600, Dallas, Texas 75201-6927, Attention: General Counsel, facsimile number (214) 871-3523, to John N. Patterson, Trustee (hereinafter referred to in such capacity as “Trustee”), whose address is PO Box 9570, Santa Fe, New Mexico 87504, for the benefit of the herein below defined Beneficiary.

WITNESSETH:

ARTICLE 1

DEFINITIONS

1.1 Definitions. As used herein, the following terms shall have the following meanings:

(a) Affiliate: 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 shares or the equivalent and elected directors, managers or Persons performing similar functions, the ownership of or power to vote, directly or indirectly, shares or the equivalent representing more than 50% of the power to vote in the election of directors, managers or Persons performing similar functions, (ii) ownership of more than 50% 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.

(b) Beneficiary: Holly Corporation, a Delaware corporation whose address for notice hereunder is 100 Crescent Court, Suite 1600, Dallas, Texas 75201-6927, Attention: General Counsel.

(c) Contracts: The Pipeline Contracts.

(d) Deed of Trust: Shall have the meaning set forth in the introductory paragraph hereof.

(e) Easements: The Pipeline Easements.

(f) Event of Default: Any happening or occurrence described in Article 7 of this Deed of Trust.

(g) Fixtures: All materials, supplies, equipment, apparatus and other items now or hereafter acquired by Grantor and now or hereafter attached to, installed in or used in

1

connection with (temporarily or permanently) the Real Property or the Pipelines, together with all accessions, replacements, betterments and substitutions for any of the foregoing and the proceeds thereof.

(h) Governmental Entity: Any court, governmental department, commission, council, board, bureau, agency or other judicial, administrative, regulatory, legislative or other instrumentality of the United States of America or any foreign country, or any state, county, municipality or local governmental body or political subdivision or any such other foreign country.

(i) Grantor: The above defined Grantor, whether one or more, and any and all subsequent owners of the Mortgaged Property or any part thereof.

(j) Impositions: All real estate and personal property taxes; water, gas, sewer, electricity and other utility rates and charges; charges for any easement, license or agreement maintained for the benefit of the Mortgaged Property; and all other taxes, charges and assessments and any interest, costs or penalties with respect thereto, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which at any time prior to or after the execution hereof may be assessed, levied or imposed upon the Mortgaged Property or the ownership, use, occupancy or enjoyment thereof.

(k) Improvements: The Pipeline Improvements.

(l) Leases: Any and all leases, subleases, licenses, concessions or other agreements (written or verbal, now or hereafter in effect) which grant a possessory interest in and to, or the right to use, the Mortgaged Property, and all other agreements, such as utility contracts, maintenance agreements and service contracts, which in any way relate to the use, occupancy, operation, maintenance, enjoyment or ownership of the Mortgaged Property, save and except any and all leases, subleases or other agreements pursuant to which Grantor is granted a possessory interest in the Real Property.

(m) Legal Requirements: (i) Any and all laws, statutes, codes, rules, regulations, ordinances, judgments, orders, writs, decrees, requirements or determinations of any Governmental Entity, and (ii) to the extent not covered by clause (i) immediately above, any and all requirements of permits, licenses, certificates, authorizations, concessions, franchises or other approvals granted by any Governmental Entity.

(n) Mortgaged Property: The Pipeline Assets, together with:

(i) all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances in anywise appertaining thereto, and all right, title and interest of Grantor in and to any streets, ways, alleys, strips or gores of land adjoining the Real Property or any part thereof; and

(ii) all betterments, additions, alterations, appurtenances, substitutions, replacements and revisions thereof and thereto and all reversions and remainders therein; and

2

(iii) all other property and rights of Grantor of every kind and character to the extent specifically relating to and used or to be used solely in connection with the foregoing property, and all proceeds and products of any of the foregoing.

As used in this Deed of Trust, the term “Mortgaged Property” shall be expressly defined as meaning all or, where the context permits or requires, any portion of the above, and all or, where the context permits or requires, any interest therein. Notwithstanding anything to the contrary herein, in no event shall the term “Mortgaged Property” include any Product owned by third parties that may be shipped through or stored at or in any of the Mortgaged Property.

(o) Obligations: Shall have the meaning given such term in Section 2.1.

(p) Permits: The Pipeline Permits.

(q) Permitted Encumbrances: Any of the following matters:

(i) any (A) inchoate liens, security interests or similar charges constituting or securing the payment of expenses which were incurred incidental to the ownership and operation of the Pipelines (collectively, the “Operations”) or the operation, storage, transportation, shipment, handling, repair, construction, improvement or maintenance of the Mortgaged Property, and (B) materialman’s, mechanics’, repairman’s, employees’, contractors’, operators’, warehousemen’s, barge or ship owner’s and carriers’ liens or other similar liens, security interests or charges for liquidated amounts arising in the ordinary course of business incidental to the conduct of the Operations or the ownership and operation of the Mortgaged Property, securing amounts the payment of which is not delinquent and that will be paid in the ordinary course of business or, if delinquent, that are being contested in good faith with any action or proceeding to foreclose or attach any of the Mortgaged Property on account thereof properly stayed; (ii) any liens or security interests for Taxes not yet delinquent or, if delinquent, that are being contested in good faith in the ordinary course of business with any action or proceeding to foreclose or attach any of the Mortgaged Property on account thereof properly stayed; (iii) any liens or security interests reserved in leases, rights of way or other real property interests for rental or for compliance with the terms of such leases, rights of way or other real property interests, provided payment of the debt secured is not delinquent or, if delinquent, is being contested in good faith in the ordinary course of business with any action or proceeding to foreclose or attach any of the Mortgaged Property on account thereof properly stayed; (iv) all prior reservations of minerals in and under or that may be produced from any of the lands constituting part of the Mortgaged Property or on which any part of the Mortgaged Property is located; (v) all liens (other than liens for borrowed money), security interests, charges, easements, restrictive covenants, encumbrances, contracts, instruments, obligations, discrepancies, conflicts, shortages in area or boundary lines, encroachments or protrusions, or overlapping of improvements, defects, irregularities and other matters affecting or encumbering title to the Mortgaged Property which individually or in the

3

aggregate are not such as to unreasonably or materially interfere with or prevent any material operations conducted on the Mortgaged Property; (vi) rights reserved to or vested in any Governmental Entity to control or regulate any of the Mortgaged Property or the Operations and all Legal Requirements of such authorities, including any building or zoning ordinances and all environmental laws; (vii) any contract, easement, instrument, lien, security instrument, permit, amendment, extension or other matter entered into by a party in accordance with the terms of the Purchase Agreement (as defined in the Pipelines Agreement) or in compliance with the approvals or directives of the other party made pursuant to such Purchase Agreement; (viii) all Post-Closing Consents (as defined in the Purchase Agreement); (ix) defects in the early chain of the title consisting of the mere failure to recite marital status in a document or omissions of successions of heirship proceedings, unless such failure or omission results in another Person’s superior claim of title to the Pipeline Easements or relevant portion thereof; (x) any assertion of a defect based on a lack of a survey with respect to the Pipelines; (xi) any title defect affecting (or the termination or expiration of) any easement, right of way, leasehold interest or fee interest affecting property over which the Pipelines pass which has been replaced prior to the date of this Deed of Trust by an easement, right of way, leasehold interest or fee interest covering substantially the same land or the portion thereof used by Beneficiary or its Affiliates; and (xii) all Senior Liens.

(r) Person: An individual, a corporation, a partnership, a limited liability company, an association, a trust, or any other entity or organization, including, without limitation, any Governmental Entity.

(s) Personalty: The Pipeline Equipment, and all other personal property (other than the Fixtures) and intangible assets of any kind or character as defined in and subject to the provisions of the Uniform Commercial Code Article 9 — Secured Transactions, as the same is codified and in effect in New Mexico, which are now or hereafter located or to be located upon, within or about the Real Property, or which are or may be used in or related to the planning, development, financing or operation of the Mortgaged Property, together with all accessories, replacements and substitutions thereto or therefor and the proceeds thereof.

(t) Pipeline Assets: All of the following assets, properties and rights, whether real, personal or mixed, which are owned or held for use by Grantor solely in connection with the ownership or operation of those certain pipelines described on Exhibit G (the “Pipelines”):

(i) All parcels of fee simple real property now or hereafter owned by Grantor on which any part of the Pipelines are located including, without limitation, the property held in fee by Grantor described on Exhibit A, if any (collectively, the “Pipeline Fee Land”);

4

(ii) All leases of real property now or hereafter entered into or acquired by Grantor on which all or a part of the Pipelines are located, including, without limitation, the leases described on Exhibit B, if any (the “Pipeline Leases”);

(iii) All easements, rights-of-way, property use agreements, line rights and real property licenses (including right-of-way permits from railroads and road crossing permits or other right-of-way permits from Governmental Entities) required to operate the Pipelines now or hereafter entered into or acquired by Grantor, including, without limitation, the easements, rights-of-way, property use agreements, line rights and real property licenses described on Exhibit C (the “Pipeline Easements”);

(iv) All structures, fixtures and appurtenances (A) located on the Pipeline Fee Land, (B) located on the land subject to the Pipeline Leases, or (C) located within the Pipeline Easements, and now or hereafter owned by Grantor, including, without limitation, any buildings, pipelines, pumping facilities, refinery tanks, crude oil tanks and crude oil pipeline tanks described on Exhibit D (collectively, the “Pipeline Improvements”);

(v) To the extent same do not constitute Pipeline Improvements, any and all fittings, cathodic protection ground beds, rectifiers, other cathodic or electric protection devices, tanks, machinery, engines, pipes, pipelines, valves, valve boxes, connections, gates, scraper trap extenders, telecommunication facilities and equipment (including microwave and other transmission towers), lines, wires, computer hardware, fixed or mobile machinery and equipment, vehicle refueling tanks, pumps, heating and non-pipeline pumping stations, fittings, tools, furniture and metering equipment now owned or hereafter acquired by Grantor (the “Pipeline Equipment”);

(vi) The contracts, agreements, leases and other legally binding rights and obligations of Grantor described on Exhibit E, if any, but excluding those contracts and agreements constituting Pipeline Leases and Pipeline Easements (the “Pipeline Contracts”);

(vii) Intellectual property rights and related computer software;

(viii) All permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals now or hereafter granted by any Governmental Entity to Grantor or its predecessors in interest pertaining solely to the ownership or operation of the Pipelines, including, without limitation, those permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals described on Exhibit F, in each case to the extent the same are assignable (the “Pipeline Permits”); and

(ix) All records and documents now or hereafter acquired by Grantor relating solely to the ownership, condition or operation of the Pipeline Assets (the “Pipeline Records”).

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(u) Pipeline Contracts: Shall have the meaning set forth in subsection (vi) of the definition of Pipeline Assets.

(v) Pipeline Easements: Shall have the meaning set forth in subsection (iii) of the definition of Pipeline Assets.

(w) Pipeline Equipment: Shall have the meaning set forth in subsection (v) of the definition of Pipeline Assets.

(x) Pipeline Fee Land: Shall have the meaning set forth in subsection (i) of the definition of Pipeline Assets.

(y) Pipeline Improvements: Shall have the meaning set forth in subsection (iv) of the definition of Pipeline Assets.

(z) Pipeline Leases: Shall have the meaning set forth in subsection (ii) of the definition of Pipeline Assets.

(aa) Pipeline Permits: Shall have the meaning set forth in subsection (viii) of the definition of Pipeline Assets.

(bb) Pipeline Real Property: Collectively, the Pipeline Fee Land, the Pipeline Leases, the Pipeline Improvements and the Pipeline Easements.

(cc) Pipeline Records: Shall have the meaning set forth in subsection (ix) of the definition of Pipeline Assets.

(dd) Pipelines: Shall have the meaning set forth in the first paragraph of the definition of Pipeline Assets.

(ee) Pipelines Agreement: That certain Pipelines and Tankage Agreement dated effective as of February 29, 2008, by and among Beneficiary, Navajo Pipeline Co., L.P., a Delaware limited partnership, Navajo Refining Company, L.L.C., a Delaware limited liability company, Woods Cross Refining Company, L.L.C., a Delaware limited liability company, HEP, Holly Energy Partners—Operating, L.P., a Delaware limited partnership, Grantor and HEP Woods Cross, L.L.C., a Delaware limited liability company.

(ff) Product: Crude oil, gas oil, diesel, kerosene, casinghead, naphtha, normal butane and isobutane transported through the Pipelines.

(gg) Purchase Agreement: That certain Purchase and Sale Agreement dated effective as of February 29, 2008 by and among Beneficiary, Navajo Pipeline Co., L.P., a Delaware limited partnership, Woods Cross Refining Company, L.L.C., a Delaware limited liability company, Navajo Refining Company, L.L.C., a Delaware limited liability company, HEP, Holly Energy Partners — Operating, L.P., a Delaware limited partnership, HEP Woods Cross, L.L.C., a Delaware limited liability company, and Grantor.

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(hh) Real Property: The Pipeline Real Property.

(ii) Security Documents: This Deed of Trust and any and all other documents now or hereafter executed by Grantor or any other Person to evidence or secure the performance of the Obligations.

(jj) Senior Bank Liens: Collectively, (i) each lien and security interest in all or any portion of the Mortgaged Property heretofor or hereafter granted by Grantor or its Affiliates under the Senior Credit Agreement, and (ii) each lien and security interest in all or any portion of the Mortgaged Property hereafter granted by any Person who acquires an interest in all or any portion of the Mortgaged Property securing senior debt of such Person.

(kk) Senior Credit Agreement: That certain Amended and Restated Credit Agreement dated as of August 27, 2007 (as extended, amended, supplemented, restated, replaced or refinanced in whole or in part, from time to time) among Holly Energy Partners — Operating, L.P., a Delaware limited partnership, the banks party thereto from time to time, and Union Bank of California, N.A., in its capacity as administrative agent (or any assignee of or successor to such administrative agent).

(ll) Senior Lien: Collectively, the Senior Bank Liens and each other lien and security interest as to which the lien and security interest granted pursuant to this Deed of Trust shall be subordinated thereto pursuant to the terms of a Subordination, Non-Disturbance and Attornment Agreement in substantially the form of Attachment 1 hereto executed by the Beneficiary and the holder of such lien and security interest and recorded in the Official Public Records of Real Property of Eddy County, New Mexico.

(mm) Taxes: Any and all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, leases, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, or assessments.

ARTICLE 2

GRANT

2.1 Grant. To secure and enforce the prompt performance and compliance by the Partnership Entities (as defined in the Pipelines Agreement) of all obligations set forth for such Persons in Section 2(f), Section 7, and Section 11(b) of the Pipelines Agreement, plus all claims (as such term is defined in the Bankruptcy Code) of or damages owed to the Beneficiary against the Partnership Entities and/or the Mortgaged Property resulting from any rejection of the Pipelines Agreement by any such Person in any bankruptcy or insolvency proceeding involving any Partnership Entity, and any reasonable costs and expenses (including, but not limited to, attorneys’ and experts’ fees and court costs) incurred by Beneficiary in enforcing and exercising its rights hereunder (collectively, the “Obligations”), Grantor has GRANTED, BARGAINED, SOLD and CONVEYED, and

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by these presents does GRANT, BARGAIN, SELL and CONVEY, unto Trustee the Mortgaged Property, subject, however, to the Permitted Encumbrances, TO HAVE AND TO HOLD the Mortgaged Property unto Trustee, forever, and Grantor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Trustee against every Person whomsoever lawfully claiming or to claim the same or any part thereof other than against any holder of any Senior Lien; provided, however, that this grant shall terminate upon the full performance and discharge of all of the Obligations and in accordance with the other terms set forth herein.

2.2 Maximum Secured Indebtedness. THE OUTSTANDING INDEBTEDNESS SECURED BY PROPERTY LOCATED IN NEW MEXICO SHALL NOT AT ANY ONE TIME EXCEED THE AGGREGATE MAXIMUM AMOUNT OF $225,000,000, WHICH SHALL CONSTITUTE THE MAXIMUM AMOUNT AT ANY TIME SECURED HEREBY.

ARTICLE 3

WARRANTIES AND REPRESENTATIONS

	Grantor hereby unconditionally warrants and represents to Beneficiary as follows:
3.1	Organization and Power. Grantor (a) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has complied with all conditions prerequisite to its doing business in the State of New Mexico and (b) has all requisite power and all governmental certificates of authority, licenses, permits, qualifications and documentation to own, lease and operate its properties and to carry on its business as now being, and as proposed to be, conducted.
3.2	Validity of Security Documents. The execution, delivery and performance by Grantor of the Security Documents (a) are within Grantor’s powers and have been duly authorized by Grantor’s Manager or other necessary parties, and all other requisite action for such authorization has been taken; (b) have received all (if any) requisite prior governmental approval in order to be legally binding and enforceable in accordance with the terms thereof; and (c) will not violate, be in conflict with, result in a breach of or constitute (with due notice or lapse of time, or both) a default under, any Legal Requirement or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of Grantor’s property or assets, except as contemplated by the provisions of the Security Documents. The Security Documents constitute the legal, valid and binding obligations of Grantor and others obligated under the terms of the Security Documents, in accordance with their respective terms.
3.3	Lien of this Instrument. Subject to the Senior Liens, this Deed of Trust constitutes a valid and subsisting mortgage and deed of trust lien on the Real Property and the Fixtures and a valid, subsisting security interest in and to, and a valid assignment of, the Personalty and Leases, all in accordance with the terms hereof.

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3.4 Litigation. There are no actions, suits or proceedings pending, or to the knowledge of Grantor threatened, against or affecting the Grantor as a result of or in connection with Grantor’s entering into this Deed of Trust, or involving the validity or enforceability of this Deed of Trust or the priority of the liens and security interests created by the Security Documents, and no event has occurred (including specifically Grantor’s execution of the Security Documents) which will violate, be in conflict with, result in the breach of, or constitute (with due notice or lapse of time, or both) a default under, any Legal Requirement or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of Grantor’s property other than the liens and security interests created by the Security Documents.

ARTICLE 4

AFFIRMATIVE COVENANTS OF GRANTOR

     Grantor hereby unconditionally covenants and agrees with Beneficiary that, except for the Permitted Encumbrances, Grantor will protect the lien and security interest status of this Deed of Trust and except for the Permitted Encumbrances, will not, without the prior written consent of Beneficiary, place, or permit to be placed, or otherwise mortgage, hypothecate or encumber the Mortgaged Property with, any other lien or security interest of any nature whatsoever (statutory, constitutional or contractual) regardless of whether same is allegedly or expressly inferior to the lien and security interest created by this Deed of Trust, and, if any such lien or security interest is asserted against the Mortgaged Property, Grantor will promptly, at its own cost and expense, (a) pay the underlying claim in full or take such other action so as to cause same to be released and (b) within five days from the date such lien or security interest is so asserted, give Beneficiary notice of such lien or security interest. Such notice shall specify who is asserting such lien or security interest and shall detail the origin and nature of the underlying claim giving rise to such asserted lien or security interest.

ARTICLE 5

NEGATIVE COVENANTS OF GRANTOR

     Grantor hereby covenants and agrees with Beneficiary that, until the full performance and discharge of all of the Obligations, Grantor will not, without the prior written consent of Beneficiary, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any mortgage, pledge, lien (statutory, constitutional or contractual), security interest, encumbrance or charge on, or conditional sale or other title retention agreement, regardless of whether same are expressly subordinate to the liens of the Security Documents, with respect to, the Mortgaged Property, other than the Permitted Encumbrances.

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ARTICLE 6

AFFIRMATIVE COVENANTS OF BENEFICIARY

     By its acceptance hereof, Beneficiary recognizes that (a) Grantor is obligated or may hereafter become obligated to any of the Credit Parties (as defined in the SNDA [defined below]) in connection with the Senior Credit Agreement, and (b) Grantor and any future owner of the Mortgaged Property may incur additional indebtedness or become otherwise obligated to one or more banks, insurance companies, investment banks or other financial institutions regularly engaged in commercial lending and/or bonds, debentures, notes and similar instruments evidencing obligations that may be secured by liens or security interests on some or all of Grantor’s property, including the Mortgaged Property (the holder of such liens or security interests being a “Secured Lender”). To the extent that any such Secured Lender notifies Beneficiary of Secured Lender’s desire to subordinate the lien and security interest held by Beneficiary pursuant to this Deed of Trust, Beneficiary, by its acceptance hereof, will agree to effect such subordination by promptly executing, in one or more counterparts, a Subordination, Non-Disturbance and Attornment Agreement in substantially the form of Attachment 1 hereto (the “SNDA”). The subordination of this Deed of Trust shall (i) not be effective unless and until the SNDA has been executed by the Secured Lender, and (ii) be subject to compliance by the Secured Lender with its obligations under Section 3 and Section 4 of the SNDA. Any Secured Lender who is a party to an SNDA and who is in compliance with its obligations under Section 3 and Section 4 of such SNDA is hereinafter referred to as a “Lienholder.”

ARTICLE 7

EVENTS OF DEFAULT

     The term “Event of Default”, as used in the Security Documents, shall mean the occurrence or happening, at any time and from time to time, of any one or more of the following.

7.1

Breach of Deed of Trust. (a) Grantor shall (i) fail to perform or observe, in any material respect, any covenant, condition or agreement of this Deed of Trust to be performed or observed by Grantor, or (ii) breach any warranty or representation made by Grantor in this Deed of Trust, and such failure or breach shall continue unremedied for a period of thirty (30) days after receipt of written notice thereof to the Grantor from the Beneficiary; provided, however, that in the event such failure or breach cannot be reasonably cured within such thirty (30) day period and Grantor has diligently proceeded (and continues to proceed) to cure such breach, Grantor shall have an additional sixty (60) days to cure such failure or breach, or (b) HEP shall fail to perform all of the Obligations in full and on or before the dates same are to be performed (after giving effect to any applicable grace and cure periods).

7.2

Voluntary Bankruptcy. Grantor shall (a) voluntarily be adjudicated a bankrupt or insolvent, (b) procure, permit or suffer the voluntary or involuntary appointment of a receiver, trustee or liquidator for itself or for all or any substantial portion of its property, (c) file any petition seeking a discharge, rearrangement, or reorganization of its debts pursuant to the bankruptcy laws or any other debtor relief laws of the United States or

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	any state or any other competent jurisdiction, or (d) make a general assignment for the benefit of its creditors.
7.3	Involuntary Bankruptcy. If (a) a petition is filed against Grantor seeking to rearrange, reorganize or extinguish its debts under the provisions of any bankruptcy or other debtor relief law of the United States or any state or other competent jurisdiction, and such petition is not dismissed or withdrawn within sixty (60) days after its filing, or (b) a court of competent jurisdiction enters an order, judgment or decree appointing, without the consent of Grantor a receiver or trustee for it, or for all or any part of its property, and such order, judgment, or decree is not dismissed, withdrawn or reversed within sixty (60) days after the date of entry of such order, judgment or decree.
7.4	Rejection of Pipelines Agreement. A rejection, by or on behalf of Grantor or any other Partnership Entity (as defined in the Pipelines Agreement), of the Pipelines Agreement in bankruptcy.

ARTICLE 8

REMEDIES

8.1 Remedies. Subject, in each case, to the rights of any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the SNDA, and provided no material default by the Holly Entities (as defined in the Pipelines Agreement) has occurred and is continuing, if an Event of Default shall occur and be continuing, Beneficiary may, at Beneficiary’s election and by or through Trustee or otherwise, exercise any or all of the following rights, remedies and recourses:

(a) Entry Upon Mortgaged Property. Enter upon the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto. If Grantor remains in possession of all or any part of the Mortgaged Property after an Event of Default and without Beneficiary’s prior written consent thereto, Beneficiary may invoke any and all legal remedies to dispossess Grantor, including specifically one or more actions for forcible entry and detainer, trespass to try title and writ of restitution. Nothing contained in the foregoing sentence shall, however, be construed to impose any greater obligation or any prerequisites to acquiring possession of the Mortgaged Property after an Event of Default than would have existed in the absence of such sentence.

(b) Operation of Mortgaged Property. Hold, lease, manage, operate or otherwise use or permit the use of the Mortgaged Property, either itself or by other Persons, firms or entities, in such manner, for such time and upon such other terms as Beneficiary may deem to be prudent and reasonable under the circumstances (making such repairs, alterations, additions and improvements thereto and taking any and all other action with reference thereto, from time to time, as Beneficiary shall deem necessary or desirable), and apply all amounts collected by Trustee or Beneficiary in connection therewith in accordance with the provisions of Section 8.8.

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(c) Trustee or Receiver. Prior to, upon or at any time after, commencement of any legal proceedings hereunder, make application to a court of competent jurisdiction as a matter of strict right and without notice to Grantor or regard to the adequacy of the Mortgaged Property for the satisfaction of the Obligations for appointment of a receiver of the Mortgaged Property, and Grantor does hereby irrevocably consent to such appointment. Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Mortgaged Property upon such terms as may be approved by the court.

(d) Other. Exercise any and all other rights, remedies and recourses granted under this Deed of Trust.

8.2	Remedies Cumulative, Concurrent and Nonexclusive. Beneficiary shall have all rights, remedies and recourses granted in the Pipelines Agreement and, subject to the rights of any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the SNDA, the Deed of Trust and same (a) shall be cumulative and concurrent; (b) may be pursued separately, successively or concurrently against Grantor or others obligated under this Deed of Trust, or against the Mortgaged Property, or against any one or more of them, at the sole discretion of Beneficiary; (c) may be exercised as often as occasion therefor shall arise, it being agreed by Grantor that the exercise or failure to exercise any of same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (d) are intended to be, and shall be, nonexclusive.
8.3	Obligations. Neither Grantor, any other Partnership Entity (as defined in the Pipelines Agreement) nor any other Person hereafter obligated for performance or fulfillment of all or any of the Obligations shall be relieved of such obligation by reason of (a) the failure of Trustee to comply with any request of Grantor or any other Person to enforce any provisions of this Deed of Trust; (b) the release, regardless of consideration, of the Mortgaged Property or the addition of any other property to the Mortgaged Property; (c) any agreement or stipulation between any subsequent owner of the Mortgaged Property and Beneficiary extending, renewing, rearranging or in any other way modifying the terms of the Security Documents without first having obtained the consent of, given notice to or paid any consideration to Grantor or such other Person, and in such event Grantor and all such other Persons shall continue to be liable to make payment according to the terms of any such extension or modification agreement unless expressly released and discharged in writing by Beneficiary; or (d) by any other act or occurrence save and except the complete fulfillment of all of the Obligations.
8.4	Release of and Resort to Collateral. Beneficiary may release, regardless of consideration, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interest created in or evidenced by this Deed of Trust or their stature as a lien and security interest in and to the Mortgaged Property.
8.5	Waiver of Redemption, Notice and Marshalling of Assets. To the fullest extent permitted by law, Grantor hereby irrevocably and unconditionally waives and releases (a)

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	all benefits that might accrue to Grantor by virtue of any present or future law exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or extension of time for payment; (b) all notices of any Event of Default or of Trustee’s election to exercise or his actual exercise of any right, remedy or recourse provided for under this Deed of Trust; and (c) any right to a marshalling of assets or a sale in inverse order of alienation.
8.6	Limitation on New Mexico Redemption. Pursuant to NMSA 1978, Section 39-5-19 (1965), the redemption period after foreclosure sale for any Mortgaged Property situated in or otherwise subject to the laws of the State of New Mexico shall be limited to one (1) month.
8.7	Discontinuance of Proceedings. In case Beneficiary shall have proceeded to invoke any right, remedy or recourse permitted under this Deed of Trust and shall thereafter elect to discontinue or abandon same for any reason, Beneficiary shall have the unqualified right so to do and, in such an event, Grantor and Beneficiary shall be restored to their former positions with respect to the Obligations, the Security Documents, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Beneficiary shall continue as if same had never been invoked.
8.8	Application of Proceeds. Subject, in each case, to applicable law and the rights of any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the SNDA (including, without limitation, the right to receive payments otherwise due to HEP under the terms of the Pipelines Agreement), the proceeds and other amounts generated by the holding, operating or other use of, the Mortgaged Property shall be applied by Trustee or Beneficiary (or the receiver, if one is appointed) to the extent that funds are so available therefrom in the following orders of priority:

(a) first, to the payment of the costs and expenses of taking possession of the Mortgaged Property and of holding, using, leasing, repairing and improving the same, including without limitation (i) trustees’ and receivers’ fees, (ii) court costs, (iii) attorneys’ and accountants’ fees, and (iv) the payment of any and all Impositions, liens, security interests or other rights, titles or interests equal or superior to the lien and security interest of this Deed of Trust (except those to which the Mortgaged Property has been sold subject to and without in any way implying Beneficiary’s prior consent to the creation thereof);

(b) second, to the payment of all amounts which may be due to Beneficiary with respect to the Obligations;

(c) third, to the extent permitted by law, funds are available therefor out of the proceeds generated by the holding, operating or other use of the Mortgaged Property and known by Beneficiary, to the payment of any indebtedness or obligation secured by a subordinate deed of trust on or security interest in the Mortgaged Property; and

(d) fourth, to Grantor.

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8.9 INDEMNITY. IN CONNECTION WITH ANY ACTION TAKEN BY TRUSTEE AND/OR BENEFICIARY PURSUANT TO THIS DEED OF TRUST, TRUSTEE AND/OR BENEFICIARY AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS, ACCOUNTANTS AND EXPERTS (COLLECTIVELY THE “INDEMNIFIED PARTIES”) SHALL NOT BE LIABLE FOR ANY LOSS SUSTAINED BY GRANTOR RESULTING FROM (i) AN ASSERTION THAT TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY HAS RECEIVED FUNDS FROM THE OPERATIONS OF THE MORTGAGED PROPERTY CLAIMED BY THIRD PERSONS OR (ii) ANY ACT OR OMISSION OF TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY IN ADMINISTERING, MANAGING, OPERATING OR CONTROLLING THE MORTGAGED PROPERTY, INCLUDING IN EITHER CASE SUCH LOSS WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF TRUSTEE, BENEFICIARY OR AN INDEMNIFIED PARTY OR WHICH MAY RESULT FROM STRICT LIABILITY, WHETHER UNDER APPLICABLE LAW OR OTHERWISE, UNLESS SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH OF TRUSTEE, BENEFICIARY OR ANY INDEMNIFIED PARTY NOR SHALL TRUSTEE, BENEFICIARY AND/OR ANY INDEMNIFIED PARTY BE OBLIGATED TO PERFORM OR DISCHARGE ANY OBLIGATION, DUTY OR LIABILITY OF GRANTOR. GRANTOR SHALL AND DOES HEREBY AGREE TO INDEMNIFY TRUSTEE, BENEFICIARY AND EACH OF THEIR RESPECTIVE INDEMNIFIED PARTIES FOR, AND TO HOLD THEM HARMLESS FROM, ANY AND ALL LOSSES WHICH MAY OR MIGHT BE INCURRED BY TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY BY REASON OF THIS DEED OF TRUST OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER, INCLUDING SUCH LOSSES WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF TRUSTEE, BENEFICIARY OR AN INDEMNIFIED PARTY OR WHICH MAY RESULT FROM STRICT LIABILITY, WHETHER UNDER APPLICABLE LAW OR OTHERWISE, UNLESS SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH OF TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY. SHOULD TRUSTEE, BENEFICIARY AND/OR ANY INDEMNIFIED PARTY MAKE ANY EXPENDITURE ON ACCOUNT OF ANY SUCH LOSSES, THE AMOUNT THEREOF, INCLUDING, WITHOUT LIMITATION, COSTS, EXPENSES AND REASONABLE ATTORNEYS’ FEES, SHALL BE A DEMAND OBLIGATION (WHICH OBLIGATION GRANTOR HEREBY EXPRESSLY PROMISES TO PAY) OWING BY GRANTOR TO TRUSTEE AND/OR BENEFICIARY AND SHALL BEAR INTEREST FROM THE DATE EXPENDED UNTIL PAID AT THE HIGHEST RATE ALLOWED BY LAW, SHALL BE A PART OF THE OBLIGATIONS AND SHALL BE SECURED BY THIS DEED OF TRUST. THE LIABILITIES OF GRANTOR AS SET FORTH IN THIS SECTION 8.9 SHALL SURVIVE THE TERMINATION OF THIS DEED OF TRUST.

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8.10 Limitations on Indemnifications.

(a) To the extent, if at all, but only to the extent, that NMSA 1978, Section 56-7-1 (1971), as amended from time to time, is applicable to this Deed of Trust or any indemnification agreements herein, any agreement to indemnify any indemnitee given in this Deed of Trust, regardless of whether such agreement to indemnify makes reference to this or any other limitation provision, will not extend to liability, claims, damages, losses or expenses, including attorneys’ fees, arising out of (i) the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs or specifications by such indemnitee, or the agents or employees of such indemnitee, or (ii) the giving of or the failure to give directions or instructions by such indemnitee, or the agents or employees of such indemnitee, where such giving or failure to give directions or instructions is the primary cause of bodily injury to persons or damage to property.

(b) To the extent, if at all, but only to the extent, that NMSA 1978, Section 56-7-2 (1999), as amended from time to time, is applicable to this Deed of Trust or any indemnification agreements herein, or agreement to indemnify any indemnitee given in this Deed of Trust, regardless of whether such undertaking or agreement to indemnify makes reference to this or any other limitation provision, this Deed of Trust does not purport to indemnify such indemnitee against loss or liability for damages arising from: (i) the sole or concurrent negligence of such indemnitee or the agents or employees of such indemnitee; (ii) the sole or concurrent negligence of an independent contractor who is directly responsible to such indemnitee; or (iii) an accident that occurs in operations carried on at the direction or under the supervision of such indemnitee, an employee or representative of such indemnitee or in accordance with methods and means specified by such indemnitee or the employees or representatives of such indemnitee.

ARTICLE 9

SECURITY AGREEMENT

9.1

Security Interest. This Deed of Trust shall be construed as a deed of trust on real property and it shall (subject to the Senior Liens) also constitute and serve as a “Security Agreement” on personal property within the meaning of, and shall constitute a security interest under, the Uniform Commercial Code (as the same is codified and in effect in New Mexico) with respect to the Personalty, Fixtures and Leases. To this end, Grantor has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED, AND SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER AND SET OVER, unto Trustee and unto Beneficiary, a security interest in all of Grantor’s right, title and interest in, to and under the Personalty, Fixtures and Leases to secure the full and timely performance and discharge of the Obligations, subject only to the Permitted Encumbrances.

9.2

Financing Statements. Grantor hereby authorizes Beneficiary to file such “Financing Statements,” and Grantor hereby agrees to execute and deliver such further assurances as Beneficiary may, from time to time, consider reasonably necessary to create, perfect and preserve Beneficiary’s security interest herein granted and Beneficiary may cause such

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statements and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest.

9.3	Uniform Commercial Code Remedies. Subject, in each case, to the rights of any Lienholder under or pursuant to the Senior Liens, and the terms and provisions of the SNDA and this Deed of Trust, Beneficiary and/or Trustee shall have all the rights, remedies and recourses (other than auction and sale rights) with respect to the Personalty, Fixtures and Leases afforded to it by the aforesaid Uniform Commercial Code (as the same is codified and in effect in New Mexico) in addition to, and not in limitation of, the other rights, remedies and recourses afforded by this Deed of Trust.
9.4	No Obligation of Trustee or Beneficiary. The assignment and security interest herein granted shall not be deemed or construed to constitute Trustee or Beneficiary as a trustee in possession of the Mortgaged Property, to obligate Trustee or Beneficiary to lease the Mortgaged Property or attempt to do same, or to take any action, incur any expense or perform or discharge any obligation, duty or liability whatsoever.
9.5	Fixture Filing. This Deed of Trust shall constitute a “fixture filing” for all purposes of Article 9 of the Uniform Commercial Code, as codified and in effect in New Mexico. All or part of the Mortgaged Property are or are to become fixtures; information concerning the security interest herein granted may be obtained at the addresses set forth on the first page hereof. The address of the Secured Party (Beneficiary) is the address set forth in Section 1.1(b) and the address of the Debtor (Grantor) is the address set forth in the opening paragraph of this Deed of Trust.
9.6	Satisfaction and Release. If (a) all Obligations secured hereby shall be paid, performed and satisfied in full, (b) the Mortgaged Property (or any portion thereof, in which case the provisions of clauses (i) through (iv) below shall be applicable only to such portion) shall be sold, consigned, conveyed or transferred in accordance with the provisions of the Pipelines Agreement, [and/or] (c) the Pipelines Agreement shall be terminated, cancelled or otherwise expire, and the Obligations of the Partnership Entities (as defined in the Pipelines Agreement) set forth in Section 2(f) of the Pipelines Agreement shall no longer be applicable, and/or (d) at any time Grantor’s or HEP’s (in the event Grantor does not have a stand-alone credit rating) senior unsecured debt has an Investment Grade Rating (as hereinafter defined) from both Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P”) (or any successor to the rating business of either thereof), then (i) this Deed of Trust shall be null and void, (ii) the liens and security interests created by this Deed of Trust shall be released as promptly as practicable, (iii) the Mortgaged Property shall revert to Grantor (or the transferee in the case of clause (b) above) free and clear of the liens and security interests created by this Deed of Trust, and (iv) Beneficiary and Trustee (as applicable) shall execute and deliver, or cause to be executed and delivered, instruments of satisfaction and release that are reasonably requested by Grantor. Otherwise, this Deed of Trust shall remain and continue in full force and effect. As used in this Section 9.6, the term “Investment Grade Rating” shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, or BBB- (or the equivalent) by S&P.

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ARTICLE 10

CONCERNING THE TRUSTEE

10.1	No Required Action. Trustee shall not be required to take any action toward the execution and enforcement of the trust hereby created or to institute, appear in or defend any action, suit or other proceeding in connection therewith where in his opinion such action will be likely to involve him in expense or liability, unless requested so to do by a written instrument signed by Beneficiary and, if Trustee so requests, unless Trustee is tendered security and indemnity satisfactory to him against any and all costs, expense and liabilities arising therefrom. Trustee shall not be responsible for the execution, acknowledgment or validity of the Security Documents, or for the proper authorization thereof, or for the sufficiency of the lien and security interest purported to be created hereby, and makes no representation in respect thereof or in respect of the rights, remedies and recourses of Beneficiary.
10.2	Certain Rights. With the approval of Beneficiary, Trustee shall have the right to take any and all of the following actions: (a) to select, employ and advise with counsel (who may be, but need not be, counsel for Beneficiary) upon any matters arising hereunder, including the preparation, execution and interpretation of the Security Documents, and shall be fully protected in relying as to legal matters on the advice of counsel; (b) to execute any of the trusts and powers hereof and to perform any duty hereunder either directly or through his agents or attorneys; (c) to select and employ, in and about the execution of his duties hereunder, suitable accountants, engineers and other experts, agents and attorneys-in-fact, either corporate or individual, not regularly in the employ of Trustee, and Trustee shall not be answerable for any act, default or misconduct of any such accountant, engineer or other expert, agent or attorney-in-fact, if selected with reasonable care, or for any error of judgment or act done by Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, except for Trustee’s gross negligence or bad faith; and (d) to take any and all other lawful action as Beneficiary may instruct Trustee to take to protect or enforce Beneficiary’s rights hereunder. Trustee shall not be personally liable in case of entry by him, or anyone entering by virtue of the powers herein granted him, upon the Mortgaged Property for debts contracted or liability or damages incurred in the management or operation of the Mortgaged Property. Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him hereunder, believed by him in good faith to be genuine. Trustee shall be entitled to reimbursement for expenses incurred by him in the performance of his duties hereunder and to reasonable compensation for such of his services hereunder as shall be rendered. Grantor will, from time to time, pay the compensation due to Trustee hereunder and reimburse Trustee for, and save him harmless against, any and all liability and expenses which may be incurred by him in the performance of his duties.
10.3	Retention of Moneys. All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by

17

law) and Trustee shall be under no liability for interest on any moneys received by him hereunder.

10.4	Successor Trustees. Trustee may resign by the giving of notice of such resignation in writing to Beneficiary. If Trustee shall die, resign or become disqualified from acting in the execution of this trust, or shall fail or refuse to execute the same when requested by Beneficiary so to do, or if, for any reason, Beneficiary shall prefer to appoint a substitute trustee to act instead of the aforenamed Trustee, Beneficiary shall have full power to appoint a substitute trustee and, if preferred, several substitute trustees in succession who shall succeed to all the estates, properties, rights, powers and duties of the aforenamed Trustee. Such appointment may be executed by any authorized agent of Beneficiary, and if such Beneficiary be a corporation and such appointment be executed in its behalf by any officer of such corporation, such appointment shall be conclusively presumed to be executed with authority and shall be valid and sufficient without proof of any action by the Board of Directors or any superior officer of the corporation. Grantor hereby ratifies and confirms any and all acts which the aforenamed Trustee, or his successor or successors in this trust, shall do lawfully by virtue hereof.
10.5	Perfection of Appointment. Should any deed, conveyance or instrument of any nature be required from Grantor by any successor Trustee to more fully and certainly vest in and confirm to such new Trustee such estates, rights, powers and duties, then, upon request by such Trustee, any and all such deeds, conveyances and instruments shall be made, executed, acknowledged and delivered and shall be caused to be recorded and/or filed by Grantor.
10.6	Succession Instruments. Any new Trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its or his predecessor in the rights hereunder with like effect as if originally named as Trustee herein; but nevertheless, upon the written request of Beneficiary or of the successor Trustee, the Trustee ceasing to act shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver any of the property and moneys held by such Trustee to the successor Trustee so appointed in its or his place.
10.7	No Representation by Trustee. By accepting or approving anything required to be observed, performed or fulfilled or to be given to Trustee or Beneficiary pursuant to the Security Documents, including but not limited to, any officer’s certificate, balance sheet, statement of profit and loss or other financial statement, survey, appraisal or insurance policy, neither Trustee nor Beneficiary shall be deemed to have warranted, consented to, or affirmed the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not be or constitute any warranty, consent or affirmation with respect thereto by Trustee or Beneficiary.

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ARTICLE 11

MISCELLANEOUS

11.1	Performance at Grantor’s Expense. The cost and expense of performing or complying with any and all of the Obligations shall be borne solely by Grantor and/or the other Partnership Entities to the extent provided in the Pipelines Agreement.
11.2	Survival of Obligations. Each and all of the Obligations shall survive the execution and delivery of the Security Documents and shall continue in full force and effect until the Obligations have been performed and discharged in full.
11.3	Further Assurances. Grantor, upon the request of Trustee or Beneficiary, will execute, acknowledge, deliver and record and/or file such further instruments and do such further acts as may be necessary, desirable or proper to carry out more effectively the purpose of the Security Documents and to subject to the liens and security interests thereof any property intended by the terms thereof to be covered thereby, including specifically but without limitation, any renewals, additions, substitutions, replacements, betterments or appurtenances to the then Mortgaged Property.
11.4	Recording and Filing. Grantor will cause the Security Documents and all amendments and supplements thereto and substitutions therefor to be recorded, filed, re-recorded and refiled in such manner and in such places as Trustee or Beneficiary shall reasonably request, and will pay all such recording, filing, re-recording and refiling taxes, fees and other charges.
11.5	Notices. All notices or other communications required or permitted to be given pursuant to this Deed of Trust shall be in writing and shall be considered as properly given if mailed by first-class United States mail, postage prepaid, registered or certified with return receipt requested, or by delivering same in person to the intended addressee or by prepaid telegram. Notice so mailed shall be effective two days following its deposit. Notice given in any other manner shall be effective only if and when received by the addressee. For purposes of notice, the addresses of Beneficiary and Grantor shall be as set forth in Section 1.1(b) and the opening paragraph hereinabove, respectively; provided, however, that either party shall have the right to change its address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days’ notice to the other party in the manner set forth hereinabove.
11.6	No Waiver. Any failure by Trustee or Beneficiary to insist, or any election by Trustee or Beneficiary not to insist, upon strict performance by Grantor of any of the terms, provisions or conditions of the Security Documents shall not be deemed to be a waiver of same or of any other terms, provision or condition thereof and Trustee or Beneficiary shall have the right at any time or times thereafter to insist upon strict performance by Grantor of any and all of such terms, provisions and conditions.
11.7	Beneficiary’s Right to Perform the Obligations. If Grantor shall fail, refuse or neglect to make any payment or perform any act required by the Security Documents (after

19

giving effect to any applicable notice and cure period), then at any time thereafter, and without further notice to or demand upon Grantor and without waiving or releasing any other right, remedy or recourse Beneficiary may have because of same, Beneficiary may (but shall not be obligated to) make such payment or perform such act for the account of and at the expense of Grantor, and shall have the right to enter upon or in the Real Property for such purpose and to take all such action thereon and with respect to the Mortgaged Property as it may deem necessary or appropriate but in any case subject to the rights of any Lienholder arising under or pursuant to the Senior Liens and the terms and provisions of the SNDA. If Beneficiary shall elect to pay any Imposition or other sums due with reference to the Mortgaged Property, Beneficiary may do so in reliance on any bill, statement or assessment procured from the appropriate Governmental Entity or other issuer thereof without inquiring into the accuracy or validity thereof. Similarly, in making any payments to protect the security intended to be created by the Security Documents, Beneficiary shall not be bound to inquire into the validity of any apparent or threatened adverse title, lien, encumbrance, claim or charge before making an advance for the purpose of preventing or removing the same. Grantor shall indemnify Beneficiary for all losses, expenses, damage, claims and causes of action, including reasonable attorneys’ fees, incurred or accruing by reason of any acts performed by Beneficiary pursuant to the provisions of this Section 11.7 or by reason of any other provision in the Security Documents. All sums paid by Beneficiary pursuant to this Section 11.7 and all other sums expended by Beneficiary to which it shall be entitled to be indemnified, together with interest thereon at the maximum rate allowed by law from the date of such payment or expenditure, shall be secured by the Security Documents and shall be paid by Grantor to Beneficiary upon demand.

11.8	Covenants Running with the Land. All Obligations contained in the Security Documents are intended by the parties to be, and shall be construed as, covenants running with the Mortgaged Property.
11.9	Successors and Assigns. All of the terms of the Security Documents shall apply to, be binding upon and inure to the benefit of the parties thereto, their successors and assigns, and all other Persons claiming by, through or under them.
11.10	Severability. The Security Documents are intended to be performed in accordance with, and only to the extent permitted by, all applicable Legal Requirements. If any provision of any of the Security Documents or the application thereof to any Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable neither the remainder of the instrument in which such provision is contained nor the application of such provision to other Persons or circumstances nor the other instruments referred to hereinabove shall be affected thereby, but rather shall be enforced to the greatest extent permitted by law.
11.11	Entire Agreement and Modification. The Security Documents contain the entire agreements between the parties relating to the subject matter hereof and thereof and all prior agreements relative thereto which are not contained herein or therein are terminated. Notwithstanding anything herein to the contrary, Grantor and, by its acceptance hereof, Beneficiary hereby acknowledge and agree that in the event that any of the terms or

20

provisions of this Deed of Trust conflict with any terms or provisions of the Pipelines Agreement, the terms or provisions of the Pipelines Agreement shall govern and control for all purposes. The Security Documents may not be amended, revised, waived, discharged, released or terminated orally but only by a written instrument or instruments (a) executed by the party against which enforcement of the amendment, revision, waiver, discharge, release or termination is asserted, and (b) consented to by the Lienholders to the extent any such amendment, revision, waiver, discharge, release or termination would be materially adverse to the rights of any such Lienholder. Any alleged amendment, revision, waiver, discharge, release or termination which is not so documented shall not be effective as to any party.

11.12	Counterparts. This Deed of Trust may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute but one instrument.
11.13	Applicable Law. This Deed of Trust shall be construed and enforced in accordance with and governed by the laws of the State of Texas and the laws of the United States of America, except that to the extent that the law of the state in which a portion of the Mortgaged Property is located (or which is otherwise applicable to a portion of the Mortgaged Property) necessarily or appropriately governs with respect to procedural and substantive matters relating to the creation, perfection and enforcement of the liens, security interests and other rights and remedies of Trustee on behalf of Beneficiary or Beneficiary granted herein, the laws of such state shall apply as to that portion of the Mortgaged Property located in (or otherwise subject to the laws of) such state.
11.14	No Partnership. Nothing contained in the Security Documents is intended to, or shall be construed as, creating to any extent and in any manner whatsoever, any partnership, joint venture, or association between Grantor, Trustee and Beneficiary, or in any way make Beneficiary or Trustee coprincipals with Grantor with reference to the Mortgaged Property, and any inferences to the contrary are hereby expressly negated.
11.15	Headings. The Article, Section and Subsection entitlements hereof are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the text of such Articles, Sections or Subsections.
11.16	Waiver of Stay, Moratorium, and Similar Rights. Grantor agrees, to the full extent that it may lawfully do so, that it will not at any time insist upon or plead or in any way take advantage of any appraisement, valuation, stay, marshalling of assets, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or hinder the enforcement of the provisions of this Deed of Trust or the indebtedness secured hereby, or any agreement between Grantor and Beneficiary or any rights or remedies Beneficiary may have thereunder, hereunder or by law.
11.17	Transfer of Mortgaged Property. No sale, lease, exchange, assignment, conveyance or other transfer (each, a “Transfer”) of the Mortgaged Property will extinguish the lien or security interest created by this Deed of Trust, except to the extent provided in Section 9.6 of this Deed of Trust or in the Pipelines Agreement. As a condition to any Transfer, Beneficiary may (a) require the express assumption of the Obligations by the transferee

21

	(with or without the release of Grantor from liability in respect thereof), and (b) require the execution of an assumption agreement, modification agreements, supplemental security documents and financing statements satisfactory in form and substance to Beneficiary.
11.18	Estoppel Certificates. Grantor and Beneficiary agree to execute and deliver from time to time, upon the request of the other party, a certificate regarding the status of the Pipelines Agreement, consisting of statements, if true (or if not, specifying why not), (a) that the Pipelines Agreement is in full force and effect, (b) the date through which payments have been paid, (c) the date of the commencement of the term of the Pipelines Agreement, (d) the nature of any amendments or modifications of the Pipelines Agreement, (e) to such party’s actual knowledge without investigation, no default, or state of facts which with the passage of time or notice (or both) would constitute a default, exists under the Pipelines Agreement, (f) to such party’s actual knowledge without investigation, no setoffs, recoupments, estoppels, claims or counterclaims exist against the other party under the Pipelines Agreement, and (g) such other factual matters as may be reasonably requested.
11.19	Final Agreement. Grantor acknowledges receipt of a copy of this instrument at the time of execution hereof. Grantor acknowledges that, except as incorporated in writing in this Deed of Trust, there are not, and were not, and no persons are or were authorized to make any representations, understandings, stipulations, agreements or promises, oral or written, with respect to the matters addressed in this Deed of Trust. THE WRITTEN AGREEMENTS HEREIN REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
11.20	Other New Mexico Provisions.

(a) In addition to the requirements for giving notice set forth elsewhere in this instrument, all notices shall be sent by regular, first-class United States mail, postage prepaid.

(b) Notwithstanding anything to the contrary contained in this instrument, the appointment of a receiver for the Mortgaged Property shall be in accordance with the New Mexico Receivership Act, §44-8-1, et seq., NMSA 1978.

(c) To the extent this instrument constitutes a deed of trust, it is subject to the New Mexico Deed of Trust Act, §48-10-1, et seq., NMSA 1978.

(d) To the extent this instrument constitutes a mortgage, the grant of the mortgage is made with mortgage covenants and upon the statutory mortgage condition, for the breach of which, except as otherwise provided herein, this instrument is subject to foreclosure as provided by law.

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(e) For Security Agreement and Fixture Filing purposes, (i) the Debtor’s name is HEP Pipeline, L.L.C., whose address is shown on the first page of this instrument; (ii) the Secured Party’s name is Holly Corporation, whose address is shown in Section 1.1(b) of this instrument; (iii) this instrument covers materials, supplies, equipment, apparatus and other items that are, or are to become, fixtures; and (iv) the real property to which such fixtures are related is attached to this instrument as Exhibit A.

[SIGNATURE PAGE TO FOLLOW]

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     WITNESS THE EXECUTION HEREOF as of the date first above written.

HEP PIPELINE, L.L.C.
By:	HOLLY ENERGY PARTNERS — OPERATING, L.P., its Sole Member
By:	/s/ David G. Blair
	David G. Blair,
	Senior Vice President

EMPLOYER IDENTIFICATION NUMBER OF GRANTOR:	71-0968296
ORGANIZATIONAL NUMBER OF GRANTOR:	3814278

[Signature Page]

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     This instrument was acknowledged before me on February 29, 2008, by David G. Blair, Senior Vice President of Holly Energy Partners — Operating, L.P., a Delaware limited partnership, sole member of HEP Pipeline, L.L.C., a Delaware limited liability company, on behalf of said limited liability company and limited partnership.

	/s/ Julie H. Cooper Notary Public, State of Texas
My Commission Expires:
4-8-2009

[Acknowledgement Page]

EXHIBIT A

PIPELINE FEE LAND

None.

A-1

EXHIBIT B

PIPELINE LEASES

Lease and Access Agreement of even date herewith between Navajo Refining Company, L.L.C., as Lessor, and HEP Pipeline, L.L.C., as Lessee, relating to certain land within the Artesia Refinery (as the same may from time to time be amended, modified, supplemented, extended, renewed, restated, or replaced) covering the following real property:

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:

TRACT “A”

BEGINNING AT A POINT WHICH LIES N.00’07’08’E., 1942.1 FEET AND S.89’52’52E., 1817.1 FEET FROM THE SOUTHWEST CORNER OF SAID SECTION 9; THENCE N.00’13’37’E., 300.0 FEET; THENCE S.89’46’23’E., 360.0 FEET; THENCE S.00’13’37’W., 300.0 FEET; THENCE N.89’45.23’W., 360.0 FEET TO THE POINT OF BEGINNING. SAID TRACT OF LAND CONTAINING 2.4793 ACRES, MORE OR LESS.

TRACT “B”

BEGINNING AT A POINT WHICH LIES N.00’07’08’E., 1692.2 FEET AND S.89’52’52’E., 1816.6 FEET FROM THE SOUTHWEST CORNER OF SAID SECTION 9; THENCE N.00’13’37’E., 250.0 FEET; THENCE S.89’46’23’E., 360.0 FEET; THENCE S.00’13’37’W., 250.0 FEET; THENCE N.89’46’23’W., 360.0 FEET TO THE POINT OF BEGINNING. SAID TRACT OF LAND CONTAINING 2.0661 ACRES, MORE OR LESS.

B-1

EXHIBIT C

PIPELINE EASEMENTS

Artesia Delivery System: Eddy County, New Mexico

State	County	Original Grantor	Original Grantee	Document Type	Document Date	Recording Date	Book / Page
Beeson to North Artesia Segment &
North Artesia to Evans Junction Segment
New Mexico	Eddy	Bureau of Land Management	Navajo Refining Company	Permit	9/30/1997		NM-98343
New Mexico	Eddy	Bogle, LTD	Navajo Refining Company	ROW	8/22/1997	08/26/1997		290 / 887
New Mexico	Eddy	Eddy County Road Department	Navajo Pipeline Company	Permit	8/25/1997		206 / RP-97-089
New Mexico	Eddy	State of New Mexico Commissioner of Public Lands	Navajo Refining Company	ROW	9/23/1997			26317
New Mexico	Eddy	Eddy County Road Department	Navajo Pipeline Company	Permit	8/25/1997		232 / RP-97-091
New Mexico	Eddy	Eddy County Road Department	Navajo Pipeline Company	Permit	8/25/1997		204 / RP-97-088
New Mexico	Eddy	Eddy County Road Department	Navajo Pipeline Company	Permit	8/25/1997		229 / RP-97-090
New Mexico	Eddy	Bureau of Land Management	Continental Pipeline Company	Permit	5/29/1965		NM-0557183
New Mexico	Eddy	Blaine Haines	Continental Pipe Line Company	ROW	4/7/1965	4/29/1965		188 / 198
New Mexico	Eddy	State of New Mexico Commissioner of Public Lands	Continental Pipe Line Company	ROW	5/11/1965		RW-16231
New Mexico	Eddy	Bogle, Ltd	Continental Pipe Line Company	ROW	3/14/1966	4/8/1966		192 / 429
New Mexico	Eddy	J.L. & Ethel Langford	Continental Pipe Line Company	ROW	4/14/1965	5/3/1965		188 / 235
New Mexico	Eddy	New Mexico State Highway	Continental Pipe Line Company	Permit	5/14/1965	—	Permit No. 2-5345 Hwy. 360
New Mexico	Eddy	J.W. Meador	Continental Pipe Line Company	ROW	4/6/1965	4/29/1965		188 / 196

C-1

State	County	Original Grantor	Original Grantee	Document Type	Document Date	Recording Date	Book / Page
Barnsdall to North Artesia Segment
New Mexico	Eddy	General Land Office (United States Department of Interior)	Illinois Pipeline Company	ROW	5/28/1928	—	LC-036453
Barsdall Jumper Line to 8” Lovington (aka Intermediate Line)
New Mexico	Eddy	Bureau of Land Management	Navajo Refining Company	ROW	5/24/2002		No. 105996
New Mexico	Eddy	Bureau of Land Management	Navajo Refining Company	ROW	10/4/1996		No. 96607
New Mexico	Eddy	State of New Mexico Commissioner of Public Lands	Navajo Pipeline Company	ROW	5/31/2001		No. 27745
Artesia Station to North Artesia Segment
New Mexico	Eddy	General Land Office (United States Department of Interior)	Illinois Pipeline Company	ROW	5/28/1928	—	LC-036453
Abo Station to Evans Junction
New Mexico	Eddy	Bureau of Land Management	Navajo Refining Company	ROW + Station Site	10/19/1998	—	NM-100652
Evans Junction (Slaughter/Badluck Junction) to City of Artesia Segment
New Mexico	Eddy	A.B. Coll Jr. & Kathleen B. Coll, Husband & Wife	Navajo Refining Company, Inc.	ROW	12/30/1982	3/30/1983		255 / 1309
New Mexico	Eddy	County of Eddy	Navajo Refining Company	Permit	6/30/1998		RP-98-102
New Mexico	Eddy	Chase Farms	Navajo Refining Company	ROW	7/13/1998	7/20/1998		323 / 943
New Mexico	Eddy	New Mexico State Highway Department	Navajo Refining Company	Permit	7/16/1998			2-13046
New Mexico	Eddy	Vance Haldeman, a single man, Victor Haldeman	Navajo Refining Company	ROW	7/16/1998	7/20/1998		323 / 953
New Mexico	Eddy	Vance Haldeman, a single man, Victor Haldeman	Navajo Refining Company, Inc.	ROW	7/1/1998	7/9/1998		323 / 956
New Mexico	Eddy	New Mexico State Highway Department	Navajo Refining Company	Permit	7/16/1998			2-13047
New Mexico	Eddy	Gracie K. Haines Living Trust by M.L. Haines, trustee	Navajo Refining Company	ROW	7/6/1998	7/13/1998		323 / 125

C-2

State	County	Original Grantor	Original Grantee	Document Type	Document Date	Recording Date	Book / Page
New Mexico	Eddy	Gracie K. Haines Living Trust by M.L. Haines, trustee	Navajo Refining Company	ROW	6/17/1998	7/9/1998		322 / 953
New Mexico	Eddy	Higgins Trust, Inc. By: William P. Edwards, President	Navajo Refining Company	ROW	6/29/1998	7/9/1998		322 / 950
New Mexico	Eddy	Albert P. Bach, a married man	Navajo Refining Company	ROW	6/23/1998	1/7/1999		339 / 1157
New Mexico	Eddy	Albert P. Bach, a married man	Navajo Refining Company	ROW	6/29/1998	1/7/1999		339 / 1154
New Mexico	Eddy	Emil P. Bach, Jr.	Navajo Refining Company	ROW	6/23/1998	7/9/1998		322 / 947
New Mexico	Eddy	Gladys C. Kepple Estate, et al	Navajo Refining Company	ROW	6/15/1998 7/19/1998 7/23/1998 7/21/1998 6/16/1998 7/27/1998 6/7/1999 7/29/1998 7/21/1998 7/7/1998	7/9/1998 7/31/1998 7/31/1998 7/31/1998 7/9/1998 9/28/1998 6/15/1999 9/28/1998 7/31/1998 7/31/1998		322 / 929 324 / 1020 324 / 1014 324 / 1008 322 / 935 330 / 222 353 / 1175 330 / 228 324 / 1002 324 / 996
New Mexico	Eddy	County of Eddy	Navajo Refining Company	Permit	6/30/1998		RP-98-103
New Mexico	Eddy	Harvey D. Howard and Jane Howard	Navajo Refining Company	ROW	6/16/1998	7/9/1998		322 / 944
New Mexico	Eddy	William Elmers Jeffers, St. a/k/a W.E. Jeffers	Navajo Refining Company	ROW	6/26/1998	7/9/1998		322 / 941
New Mexico	Eddy	Chase Oil Corporation By: Mack C. Chase	Navajo Refining Company	ROW	7/13/1998	7/20/1998		323 / 965
New Mexico	Eddy	Jeff D. Bell and Juhree Bell	Navajo Refining Company	ROW	6/5/1998	6/15/1998		320 / 680
New Mexico	Eddy	United States Department of the Interior	Navajo Refining Co.	ROW	7/8/1998		NM-100652
New Mexico	Eddy	State of New Mexico	Navajo Refining Company	ROW	10/19/1998			26649
New Mexico	Eddy	County of Eddy	Navajo Refining Company	Permit	6/30/1998		RP-98-104
New Mexico	Eddy	County of Eddy	Navajo Refining Company	Permit	6/30/1998		RP-98-105
Artesia to Badluck Segment
New Mexico	Eddy	Bureau of Land Management	Holly Energy Partners L.P.	ROW	6/7/2006	—	BCM-NM-115944
New Mexico	Eddy	State of New Mexico	Holly Energy Partners, LP	ROW	6/26/2006	—	RW-29955

C-3

State	County	Original Grantor	Original Grantee	Document Type	Document Date	Recording Date	Book / Page
New Mexico	Eddy	Bogle LTD	Holly Energy Partners L.P.	ROW	4/10/2006	4/27/2006		641 / 485
New Mexico	Eddy	County of Eddy	Holly Energy Partners LP	ROW	6/13/2006	—	RP-06-070: Co. Rd. #206
New Mexico	Eddy	County of Eddy	Holly Energy Partners LP	ROW	6/13/2006	—	RP-06-071: Co. Rd. #s 225 + 226
New Mexico	Eddy	County of Eddy	Navajo Refining Co.	ROW	7/8/1998	—	NM-100652

Roswell Jet Fuel Pipeline: Eddy County, New Mexico

State	County	Original Grantor	Original Grantee	Document Type	Document Date	Recording Date	Book / Page
New Mexico	Eddy	City of Artesia		Road Crossings
New Mexico	Eddy	State of New Mexico		Road Crossings
New Mexico	Eddy	Eddy County Commissioners	Aztec Pipe Line Company	Blanket Permit	5/26/1960
New Mexico	Eddy	Alta Hillard	Aztec Pipe Line Company	ROW	6/22/1960	11/14/1960	166 / 145
New Mexico	Eddy	Atchinson, Topeka and Santa Fe Railway Company	Navajo Refining Company	Permit	5/11/1987		Contract No. 112788
New Mexico	Eddy	New Mexico State Highway Department	Aztec Pipe Line Company	Permit	6/24/1960		St. Hwy. 350 & 351 No. 3783
New Mexico	Eddy	Tracy L Kinnibrugh and Tammy D. Kinnibrugh	Navajo Refining Company	Cathodic Easement	11/17/1998	11/17/1998	335 / 107
New Mexico	Eddy	New Mexico State Highway Department	Aztec Pipe Line Company	Permit	6/20/1960		St. Hwy. 350 (Parallels)

C-4

Station Sites (Tankage) Eddy County, New Mexico

State	County	Original Grantor	Original Grantee	Document Type	Document Date	Recording Date	Book / Page
Abo Station
New Mexico	Eddy	Bureau of Land Management	Navajo Refining Company	Truck Unloading & Tanks Facility	6/7/1988	—	NM-72671 w/ amendment
Artesia Station
New Mexico	Eddy	State of New Mexico	New Mexico Pipeline Company	Deed ROW	5/21/1926	—	RW Deed No. 314
Barnsdall Station
New Mexico	Eddy	Bureau of Land Management	Navajo Pipeline Co.	ROW/ Temp. Use Permit	10/4/1996	—	NM-96607
Beeson Station
New Mexico	Eddy	Bureau of Land Management	Malco Refineries, Inc.	ROW + Plant	1/1/1952	—	NM-06130
Henshaw Station
New Mexico	Eddy	Bureau of Land Management	Navajo Refining Co.	Pipeline & Station Grant	2/27/2001	—	NM-105028

Crude Gathering Lines (steel) Eddy County, New Mexico

State	County	Original Grantor	Original Grantee	Document Type	Document Date	Recording Date	Book / Page
Abo Station to BP Sweet Segment
New Mexico	Eddy	State of New Mexico	Navajo Refining Company	Station Site/Business Lease	2/14/1995	—	BL-875
New Mexico	Eddy	State of New Mexico	Navajo Refining Co.	ROW	2/4/1974	—	RW-18440
New Mexico	Eddy	Bureau of Land Management	Navajo Refining Company	ROW	5/8/1974		NM-20261

C-5

State	County	Original Grantor	Original Grantee	Document Type	Document Date	Recording Date	Book / Page
Maljamar Park to Beeson Station Segment
New Mexico	Eddy	Bureau of Land Management	Continental Pipe Line Company	ROW	6/20/1963	—	NM-0349783
New Mexico	Eddy	Bureau of Land Management	Valley Gas Corporation	ROW	2/21/1956	—	NM-029234
New Mexico	Eddy	Bureau of Land Management	Artesia Pipeline Company	ROW	10/5/1954	—	NM-015544
Artesia Station to Abo Trunk Line Segment
New Mexico	Eddy	State of New Mexico	New Mexico Pipeline Company	ROW	5/21/1926		RW Deed No. 314

C-6

EXHIBIT D

PIPELINE IMPROVEMENTS

•  A six-inch, 11 mile line running from Beeson, Eddy County, New Mexico, to N. Artesia, Eddy County, New Mexico;

•  A 4/6-inch, seven mile line running from Barnsdall, Eddy County, New Mexico, to N. Artesia, Eddy County, New Mexico;

•  An eight-inch, two mile line running from the Barnsdall jumper line in Eddy County, New Mexico, to the Lovington line in Eddy County, New Mexico;

•  A four-inch, four mile line running from Artesia St., Eddy County, New Mexico, to N. Artesia, Eddy County, New Mexico;

•  An eight-inch, six mile line running from N. Artesia, Eddy County, New Mexico, to Evans Junction, Eddy County, New Mexico;

•  A six-inch, 1.2 mile line running from Abo, Eddy County, New Mexico, to Evans Junction, Eddy County, New Mexico;

•  An eight-inch, 11.5 mile line from Evans Junction, Eddy County, New Mexico, to Artesia, Eddy County, New Mexico;

•  A 12-inch, 13 mile line from Artesia, Eddy County, New Mexico, to Bad Luck, Eddy County, New Mexico;

•  A four-inch, 36 mile line running from Artesia, Eddy County, New Mexico, to Roswell, Chaves County, New Mexico Abo Station, including all tanks, pump stations and other associated equipment, including without limitation Tank 1007, Eddy County, New Mexico;

•  Artesia Station including all tanks, pump stations and other associated equipment, including without limitation Tank 970, Eddy County, New Mexico;

•  Barnsdall Station including all tanks, pump stations and other associated equipment, including without limitation Tank 1028, Eddy County, New Mexico;

•  Beeson Station including all tanks, pump stations and other associated equipment, including without limitation Tanks 972 and 973, Eddy County, New Mexico;

•  Henshaw Station including all tanks, pump stations and other associated equipment, including without limitation Tanks 1048 and 1049, Eddy County, New Mexico;

•  A four-inch, 1.2 mile line running from Abo Station, Eddy County, New Mexico, to BP Sweet system, Eddy County, New Mexico;

D-1

•  A six-inch, 6.5 mile line running from Artesia Station, Eddy County, New Mexico, to Abo Trunk line, Eddy County, New Mexico;

•  A four-inch, approximately 14 mile line running from Maljamar Park, Lea County, New Mexico, to Beeson Station, Eddy County, New Mexico;

•  Barnsdall Station lease connection lines, Eddy County, New Mexico;

•  Beeson Station lease connection lines, Eddy County, New Mexico;

•  Burton Flats lease connection lines, Eddy County, New Mexico;

•  Abo Station lease connection lines, Eddy County, New Mexico;

•  Artesia Station lease connection lines, Eddy County, New Mexico;

•  Eagle lease connection lines, Eddy County, New Mexico.

D-2

EXHIBIT E

PIPELINE CONTRACTS

None.

E-1

EXHIBIT F

PIPELINE PERMITS

To the extent assignable, all permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals now or hereafter granted by any Governmental Entity to Grantor or its predecessors in interest pertaining solely to the ownership or operation of the Pipelines.

F-1

EXHIBIT G

PIPELINES

•  A six-inch, 11 mile line running from Beeson, Eddy County, New Mexico, to N. Artesia, Eddy County, New Mexico;

•  A 4/6-inch, seven mile line running from Barnsdall, Eddy County, New Mexico, to N. Artesia, Eddy County, New Mexico;

•  An eight-inch, two mile line running from the Barnsdall jumper line in Eddy County, New Mexico, to the Lovington line in Eddy County, New Mexico;

•  A four-inch, four mile line running from Artesia St., Eddy County, New Mexico, to N. Artesia, Eddy County, New Mexico;

•  An eight-inch, six mile line running from N. Artesia, Eddy County, New Mexico, to Evans Junction, Eddy County, New Mexico;

•  A six-inch, 1.2 mile line running from Abo, Eddy County, New Mexico, to Evans Junction, Eddy County, New Mexico;

•  An eight-inch, 11.5 mile line from Evans Junction, Eddy County, New Mexico, to Artesia, Eddy County, New Mexico;

•  A 12-inch, 13 mile line from Artesia, Eddy County, New Mexico, to Bad Luck, Eddy County, New Mexico;

•  A four-inch, 36 mile line running from Artesia, Eddy County, New Mexico, to Roswell, Chaves County, New Mexico Abo Station, including all tanks, pump stations and other associated equipment, including without limitation Tank 1007, Eddy County, New Mexico;

•  A four-inch, 1.2 mile line running from Abo Station, Eddy County, New Mexico, to BP Sweet system, Eddy County, New Mexico;

•  A six-inch, 6.5 mile line running from Artesia Station, Eddy County, New Mexico, to Abo Trunk line, Eddy County, New Mexico;

•  A four-inch, approximately 14 mile line running from Maljamar Park, Lea County, New Mexico, to Beeson Station, Eddy County, New Mexico;

•  Barnsdall Station lease connection lines, Eddy County, New Mexico;

•  Beeson Station lease connection lines, Eddy County, New Mexico;

•  Burton Flats lease connection lines, Eddy County, New Mexico;

G-1

•  Abo Station lease connection lines, Eddy County, New Mexico;

•  Artesia Station lease connection lines, Eddy County, New Mexico;

•  Eagle lease connection lines, Eddy County, New Mexico.

G-2

ATTACHMENT 1

FORM OF SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT

After recording, return to:
Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite 3700
Dallas, Texas 75201
Attention: Christopher J. Dewar

SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT

     This Subordination, Non-Disturbance and Attornment Agreement (this “Agreement”) is executed effective as of February 29, 2008, among Union Bank of California, N.A., in its capacity as administrative agent (or any assignee of or successor to such administrative agent) under the Credit Agreement (as defined below) and on behalf of the Credit Parties (as defined below) (“Administrative Agent”), and Holly Corporation, a Delaware corporation (“Holly”).

RECITALS:

     A. Holly Energy Partners — Operating, L.P., a Delaware limited partnership (“Operating”), the financial institutions party thereto from time to time (individually, a “Financial Institution” and collectively, the “Financial Institutions”), the Financial Institutions issuing letters of credit thereunder from time to time, if any (individually, an “Issuing Bank” and collectively, the “Issuing Banks”), the Financial Institutions or any affiliate thereof that have entered into hedging arrangements with Operating or any subsidiary thereof from time to time (individually, a “Swap Counterparty” and collectively, the “Swap Counterparties” and, together with Administrative Agent, the Financial Institutions and the Issuing Banks, being collectively referred to herein as the “Credit Parties”) are parties to that certain Amended and Restated Credit Agreement dated as of August 27, 2007 (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified and/or restated from time to time, the “Credit Agreement”).

     B. The Financial Institutions are the present owners and holders of certain promissory notes dated February 25, 2008, executed by Operating and payable to the order of each such Financial Institution (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time and together with any additional notes issued under or pursuant to the Credit Agreement, the “Notes”). Administrative Agent, for the ratable benefit of the Credit Parties, is the beneficiary of that certain Line of Credit Mortgage, Security Agreement, Assignment of Rents and Leases, Fixture Filing and Financing Statement dated effective as of February 29, 2008 and that certain Line of Credit Leasehold Mortgage, Security Agreement, Assignment of Rents and Leases, Fixture Filing, and Financing Statement dated effective as of February 29, 2008 (as heretofore and hereafter renewed,

Attachment 1-1

extended, amended, supplemented, replaced, modified, and/or restated from time to time, collectively, the “Senior Mortgages”), and the secured party under certain other security agreements and documents entered into in connection with the Credit Agreement (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time, the “Security Instruments” and, together with the Credit Agreement, the Notes, the Senior Mortgages and any other documents, instruments and agreements executed and/or delivered in connection with the Credit Agreement, collectively, the “Senior Loan Documents”).

     C. Pursuant to the Senior Loan Documents and to secure the Notes and the other Secured Obligations (as defined in the Senior Mortgages), HEP Pipeline, L.L.C., a Delaware limited liability company (“Grantor”) and a subsidiary of Holly Energy Partners, L.P., a Delaware limited partnership (“HEP”) granted a security interest and mortgage lien to or for the benefit of Administrative Agent, covering the right, title and interest of Grantor in certain property described in Exhibits A through G attached hereto (the “Property”).

     D. Holly is the current owner of certain rights and interests under and pursuant to the provisions of that certain Pipelines and Tankage Agreement dated effective as of February 29, 2008 by and among Holly, Navajo Pipeline Co., L.P., a Delaware limited partnership, Navajo Refining Company, L.L.C., a Delaware limited liability company, Woods Cross Refining Company, L.L.C., a Delaware limited liability company, HEP, Operating, Grantor and HEP Woods Cross, L.L.C., a Delaware limited liability company, (together with any amendments, restatements or modifications from time to time made thereto, the “Pipelines Agreement”).

     E. Holly is the current beneficiary of certain liens and security interests in a portion of the Property (the “Subordinated Liens”) under and pursuant to the provisions of that certain Mortgage, Line of Credit Mortgage and Deed of Trust (with Security Agreement and Financing Statement) (the “Holly Mortgage”) dated effective as of February 29, 2008 executed by Grantor to John N. Patterson, Trustee, for the benefit of Holly, securing the Obligations (as defined in the Holly Mortgage and referred to herein as the “HEP Obligations”), such Holly Mortgage being recorded (or to be recorded) in various counties in the State of New Mexico.

     F. Holly has agreed to subordinate its Subordinated Lien under the Holly Mortgage (but not, pursuant to this Agreement, any of its rights and interests under the Pipelines Agreement) to (i) the Senior Mortgages and the other Senior Loan Documents, and (ii) any other mortgage, deed of trust or security instrument granted by a Purchaser (as defined in Section 3 below) or any subsequent purchaser of any portion of the Mortgaged Property (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time, a “Future Senior Mortgage”) that secures debt and obligations of, and other extensions of credit to, such Purchaser or purchaser (together with the Secured Obligations (as defined in the Senior Mortgages), referred to herein as the “Senior Secured Obligations”) and Administrative Agent has agreed that it and any such Purchaser at foreclosure of a Senior Mortgage shall recognize and not disturb or extinguish the Holly Mortgage, all on the terms and conditions hereinafter set forth.

Attachment 1-2

AGREEMENTS:

     NOW, THEREFORE, in consideration of Ten Dollars ($10) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Administrative Agent and Holly hereby covenant and agree as follows:

     1. Subordination of Holly Mortgage.

          (a) Subject to the provisions of Section 3 and Section 4 hereof, the Subordinated Liens of Holly under the Holly Mortgage and all of the terms, covenants and provisions of the Holly Mortgage, and all rights, remedies and options of Holly thereunder, are and shall at all times continue to be subject, subordinate and inferior in all respects to the Senior Loan Documents and any Future Senior Mortgage and to the liens and security interests thereof and to all amendments, modifications, and replacements thereof, with the same force and effect as if the Senior Loan Documents, or if applicable, the Future Senior Mortgage, had been executed, delivered and recorded prior to the execution, delivery and recordation of the Holly Mortgage. This Agreement is not intended, and shall not be construed, to (i) subordinate the rights and interests of Holly under the Pipelines Agreement (including Holly’s right to quiet enjoyment under the Pipelines Agreement or any claims, remedies or damages that may be due or available to, or become due or available to, Holly under the Pipelines Agreement), or (ii) subordinate the Holly Mortgage to any mortgage, deed of trust, assignment, security agreement, financing statement or other security document, other than, with respect to clause (ii), the Senior Loan Documents and the Future Senior Mortgage. Nothing in this Agreement shall impair, as between HEP, Operating, Grantor or any other Partnership Entity (as defined in the Pipelines Agreement), on the one hand, and Holly, on the other hand, the obligations of HEP, Operating, Grantor and any such other Partnership Entity, which are absolute and unconditional, to perform the HEP Obligations in accordance with their terms.

          (b) Notwithstanding anything herein or in the Holly Mortgage to the contrary, Holly hereby acknowledges and agrees, and Grantor by its consent to this Agreement acknowledges and agrees, that (i) in the event that any of the terms or provisions of this Agreement conflict with any terms or provisions of the Holly Mortgage, the terms or provisions of this Agreement shall govern and control for all purposes; and (ii) without the written prior consent of the Administrative Agent or the beneficiary of any Future Senior Mortgage (together with the Credit Parties, the “Senior Beneficiaries”), neither Holly nor Grantor (nor any future owner of the Mortgaged Property) will amend, revise, supplement, replace, restate, or otherwise modify the Holly Mortgage if such amendment, revision, supplement, replacement, restatement or other modification would be materially adverse to the rights of any Senior Beneficiary.

     2. Relative Rights and Priorities. Subject to the provisions of Section 1, Section 3 and Section 4 hereof:

          (a) Until the Senior Secured Obligations have been indefeasibly paid in full, all commitments to extend credit under the Credit Agreement (or if applicable, any agreement governing obligations secured by a Future Senior Mortgage) have terminated, and all letters of credit issued thereunder have been terminated and returned (the “Senior Obligations Payment Date”), Holly will not (i) commence any foreclosure (whether a judicial foreclosure or non-

Attachment 1-3

judicial foreclosure) of the Holly Mortgage, (ii) accept a deed or assignment in lieu of foreclosure, (iii) otherwise exercise any of its rights or remedies under the Holly Mortgage, or (iv) take any Enforcement Action.

          (b) Holly agrees that, until the Senior Obligations Payment Date has occurred:

               (i) it will not take or cause to be taken any action, the purpose or effect of which is to make any Subordinated Lien pari passu with or senior to, or to give Holly any preference or priority relative to, the liens and security interests with respect to the Senior Secured Obligations;

               (ii) it will not oppose, object to, interfere with, hinder or delay, in any manner, whether by judicial proceedings (including without limitation the filing of an Insolvency Proceeding (as herein defined)) or otherwise, any foreclosure, sale, lease, exchange, transfer or other disposition of the Mortgaged Property (as defined in the Holly Mortgage and with the same meaning herein as therein defined) by any of the Senior Beneficiaries or any other Enforcement Action taken by or on behalf of any of the Senior Beneficiaries;

               (iii) it has no right to (a) direct any of the Senior Beneficiaries to exercise any right, remedy or power with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or any Future Senior Mortgage or (b) consent or object to the exercise by any of the Senior Beneficiaries of any right, remedy or power with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or any Future Senior Mortgage or to the timing or manner in which any such right is exercised or not exercised (or, to the extent they may have any such right described in this clause (iii), whether as a junior lien creditor or otherwise, they hereby irrevocably waive such right);

               (iv) it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any of the Senior Beneficiaries seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, and none of the Senior Beneficiaries shall be liable for any action taken or omitted to be taken by any of the Senior Beneficiaries with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or any Future Senior Mortgage; and

               (v) the Senior Beneficiaries shall have the prior right to collect and receive any and all proceeds which may be paid or distributed in respect of the Mortgaged Property in any Insolvency Proceeding or otherwise arising from any sale or other disposition of the Mortgaged Property.

          (c) Until the Senior Obligations Payment Date has occurred, Holly agrees that it shall not, in, or in connection with, any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case, that is inconsistent with the terms or spirit of, or intent of the parties with respect to, this Agreement, including, without limitation, with respect to the determination of any liens or claims held by any of the Senior Beneficiaries (including the validity and enforceability thereof) or the value of any claims of such parties under the United States Bankruptcy Code or otherwise; provided that Holly may file a proof of claim in an Insolvency

Attachment 1-4

Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations imposed hereby; provided further, that if no proof of claim is filed in any Insolvency Proceeding with respect to the HEP Obligations by the 10th day prior to the bar date for such proof of claim, the Senior Beneficiaries may (but shall have no duty or obligation to), after notice to Holly, file such proof of claim, provided that the foregoing shall not confer to any Senior Beneficiary the right to vote on behalf of Holly in any insolvency proceeding.

          (d) Until the Senior Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against the owner of the Mortgaged Property, any of the Senior Beneficiaries shall have the exclusive right to take and continue any Enforcement Action with respect to the Mortgaged Property, without any consultation with or consent of Holly. Upon the occurrence and during the continuance of a default or an event of default under the Senior Loan Documents or any Future Senior Mortgage, any of the Senior Beneficiaries may take and continue any Enforcement Action with respect to the Senior Secured Obligations and the Mortgaged Property in such order and manner as they may determine in their sole discretion.

          (e) To the extent required, Holly hereby consents to the liens and security interests created by the Senior Mortgages and any Future Senior Mortgage, and Holly shall not object to or contest, or support any other person or entity in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any lien or security interest in the Mortgaged Property granted in favor of any of the Senior Beneficiaries. Notwithstanding any failure by any of the Senior Beneficiaries or Holly or their respective representatives to perfect their liens in the Mortgaged Property or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the liens in the Mortgaged Property granted in favor of any of the Senior Beneficiaries or Holly, the priority and rights as between any of the Senior Beneficiaries and Holly and its representatives with respect to the Mortgaged Property shall be as set forth herein.

     As used in this Section 2, the following terms shall have the following meanings:

     “Enforcement Action” means any demand for payment or acceleration thereof, the bringing of any lawsuit or other proceeding, the exercise of any rights and remedies, directly or indirectly, with respect to any Mortgaged Property, any enforcement or foreclosure of any lien or security interest, any sale in lieu of foreclosure, the taking of possession, exercise of any offset, repossession, garnishment, sequestration or execution, any collection of any Mortgaged Property, any notice to account debtors on any Mortgaged Property or the commencement or prosecution of enforcement of any of the rights and remedies under the Senior Loan Documents or applicable law, including without limitation the exercise of any rights of set-off or recoupment, and the exercise of any rights or remedies of a secured creditor under the uniform commercial code of any applicable jurisdiction, under the United States Bankruptcy Code, as amended from time to time or otherwise; provided, that, neither the exercise or enforcement by Holly of its rights under the Pipelines Agreement, nor the filing of a proof of claim in an Insolvency Proceeding, shall constitute an Enforcement Action.

Attachment 1-5

     “Insolvency Proceeding” means any proceeding in respect of bankruptcy, insolvency, winding up, receivership, dissolution or assignment for the benefit of creditors, in each of the foregoing events whether under the United States Bankruptcy Code, as amended from time to time or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law.

     3. Recognition and Non-Disturbance of Holly Mortgage. If Administrative Agent, any other Credit Party or any other person (Administrative Agent, any other Credit Party or such other person being herein called a “Purchaser”) shall become the owner of any part of the Property by reason of the foreclosure (whether a judicial foreclosure or non-judicial foreclosure) of a Senior Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise (any of such being herein called a “Foreclosure Event”), then for so long as the Pipelines Agreement is in effect, the Purchaser shall (i) recognize the Holly Mortgage, and the Holly Mortgage shall not be terminated or affected thereby, but shall continue in full force and effect upon all of the terms, covenants and conditions set forth in the Holly Mortgage, and (ii) be bound by and subject to all of the terms, provisions, covenants and conditions of the Holly Mortgage; provided, that, the Holly Mortgage shall be subordinated to any Future Senior Mortgage, regardless of whether such Future Senior Mortgage is a direct replacement of an existing Senior Mortgage or Security Instrument, and any such Future Senior Mortgage shall be considered a “Senior Mortgage” for purposes of this Agreement and the Holly Mortgage. Administrative Agent shall not claim, or seek adjudication, that the Holly Mortgage has been terminated or otherwise adversely affected by any Foreclosure Event.

     4. Pipelines Agreement. Administrative Agent recognizes and confirms that the Pipelines Agreement, and the rights and interests of Holly thereunder, shall in no way be restricted, limited or otherwise affected by this Agreement, the Holly Mortgage, the Senior Mortgages, any Future Senior Mortgage, the Security Instruments or any liens or security interests thereof; provided, however, that, Holly agrees that nothing in the Pipelines Agreement shall (a) prevent any Purchaser or subsequent purchaser from owning or operating the Mortgaged Property, so long as such Purchaser or subsequent purchaser shall have assumed, and be in compliance with, the Partnership Entities’ (as defined in the Pipelines Agreement) obligations under the Pipelines Agreement and shall have executed an “SNDA” as defined in, and in accordance with, Article 6 of the Holly Mortgage, or (b) be deemed to invalidate or require the release of any Senior Beneficiary’s liens in the Mortgaged Property in connection with the exercise by Holly of a purchase option under the Pipelines Agreement or otherwise. Holly shall not amend, modify or supplement the Pipelines Agreement without the prior written consent of the Majority Banks (as defined in the Credit Agreement); provided, that, such amendments, modifications or supplements may be made without the consent of the Majority Banks if such amendments, modifications or supplements (i) individually or in the aggregate, are not materially adverse to the rights of the Administrative Agent or the Financial Institutions, and (ii) individually or in the aggregate, do not materially decrease the economic benefit that Operating would have otherwise received pursuant to such agreement. Administrative Agent, both for itself and for any Purchaser, further agrees that upon any Foreclosure Event, the Pipelines Agreement shall not be terminated or affected thereby, nor shall Holly’s right to ship or store petroleum products through the pipelines or in the terminals, respectively, constituting a portion of the Property in accordance with the provisions of the Pipelines Agreement (or any other rights of Holly under the Pipelines Agreement) be affected or disturbed because of the Foreclosure

Attachment 1-6

Event, but rather the Pipelines Agreement shall continue in full force and effect as direct obligations between the Purchaser and Holly, upon all of the terms, covenants and conditions set forth in the Pipelines Agreement. Neither Administrative Agent nor any Purchaser shall claim, or seek adjudication, that the Pipelines Agreement has been terminated or otherwise adversely affected by any Foreclosure Event. Notwithstanding the foregoing, in the event that the Pipelines Agreement is rejected in bankruptcy or is otherwise terminated, the Purchaser shall, promptly upon request by Holly, enter into a Pipelines Agreement with Holly on substantially the same terms (and with tariffs and minimum volumes commensurate with those then applicable under the Pipelines Agreement) and conditions as the rejected or terminated Pipelines Agreement, but having a term commencing on the date on which Purchaser acquired title to any portion of the Property. The immediately preceding sentence shall be deemed to be a covenant running with the land and shall be binding on any person or entity that acquires title to all or party of the Property by, through or under a Senior Mortgage.

     5. Attornment With Respect to the Pipelines Agreement. Upon the occurrence of any Foreclosure Event, Holly shall attorn to the Purchaser, the Purchaser shall accept such attornment, and the Purchaser and Holly shall be bound to each other under all of the terms, provisions, covenants and conditions of the Pipelines Agreement; provided, that, except for Holly’s express rights and remedies under the Pipelines Agreement, in no event shall the Purchaser be liable for any act, omission, default, misrepresentation, or breach of warranty of HEP, Grantor or any other Partnership Entity (as defined in the Pipelines Agreement) (or any owner of the Mortgaged Property prior to such Purchaser) or obligations accruing prior to Purchaser’s actual ownership of the Property. The provisions of this Agreement regarding attornment by Holly shall be self-operative and effective without the necessity of execution of any new document on the part of any party hereto or the respective heirs, legal representatives, successors or assigns of any such party. Holly agrees, however, to execute and deliver upon the request of Purchaser, any instrument or certificate which in the reasonable judgment of Purchaser may be necessary or appropriate to evidence such attornment.

     6. Estoppel Certificate. Holly agrees to execute and deliver from time to time, upon the request of any of the Senior Beneficiaries, a certificate regarding the status of the Pipelines Agreement, consisting of statements, if true (or if not, specifying why not), (a) that the Pipelines Agreement is in full force and effect, (b) the date through which payments have been paid, (c) the date of the commencement of the term of the Pipelines Agreement, (d) the nature of any amendments or modifications of the Pipelines Agreement, (e) to Holly’s actual knowledge without investigation, no default, or state of facts which with the passage of time or notice (or both) would constitute a default, exists under the Pipelines Agreement, (f) to Holly’s actual knowledge without investigation, no setoffs, recoupments, estoppels, claims or counterclaims exist against HEP or any other Partnership Entity (as defined in the Pipelines Agreement) under the Pipelines Agreement, and (g) such other factual matters as may be reasonably requested.

     7. [Intentionally Omitted].

     8. Reliance on Notices. Grantor agrees that Holly may rely upon any and all notices from Administrative Agent or any Purchaser, even if such conflict with notices from Grantor.

Attachment 1-7

     9. Notices. All notices, consents and other communications pursuant to the provisions of this Agreement shall be in writing and shall be sent by (a) registered or certified mail, postage prepaid, return receipt requested, (b) nationally recognized overnight delivery service, or (c) telecopier, addressed as follows:

If to Administrative Agent:	Union Bank of California, N.A.
	445 South Figueroa Street, 15th Floor
	Los Angeles, California 90071
	Attention:	Sean Murphy
	Telecopy:	(213) 236-6823
If to Holly:	Holly Corporation
	100 Crescent Court, Suite 1600
	Dallas, Texas 75201-6927
	Attention:	General Counsel
	Telecopy:	(214) 871-3523

Notice sent by registered or certified mail, postage prepaid, return receipt requested, shall be deemed given and received on the third Business Day (hereinafter defined) after being deposited in the United States mail, notice sent by nationally recognized overnight delivery service shall be deemed given in conformity with this paragraph and received on the first Business Day after being deposited with such delivery service, and notice given by telecopier shall be deemed given and received upon actual receipt if received during the recipient’s normal business hours or at the beginning of the recipient’s next Business Day after receipt if not received during the recipient’s normal business hours. Each party may designate a change of address by notice to the other party. “Business Day” means a day upon which commercial banks are not authorized or required by law to close in Dallas, Texas.

     10. Binding Effect. This Agreement shall be binding upon Administrative Agent, Holly and any Purchaser and inure to the benefit of the Senior Beneficiaries and Holly and their respective successors and assigns. Grantor has assigned to Administrative Agent its rights hereunder, and the Partnership Entities (as defined in the Pipelines Agreement) have assigned to Administrative Agent their rights under the Pipelines Agreement by way of a collateral assignment. The parties agree that any person that shall become the owner of any of the rights of Grantor hereunder, or any of the rights of such Partnership Entities under the Pipelines Agreement by reason of foreclosure (whether a judicial foreclosure or non-judicial foreclosure and including, without limitation, Administrative Agent) or the acceptance of a deed or assignment in lieu of foreclosure or otherwise shall (a) have the same rights as Grantor hereunder, and such Partnership Entities under the Pipelines Agreement, including, without limitation, under this Section 10, and (b) be bound by and subject to all of the terms, provisions, covenants and conditions of this Agreement.

     11. General Definitions. The term “Administrative Agent” as used herein shall include the successors and assigns of Administrative Agent. The term “HEP” as used herein shall include the successors and assigns of HEP under the Pipelines Agreement, but shall not mean or include Administrative Agent. The term “Property” as used herein shall mean the Property, the improvements now or hereafter located thereon and the estates therein encumbered

Attachment 1-8

by the Senior Mortgages. The term “Holly” as used herein shall include the successors and assigns of Holly hereunder and under the Pipelines Agreement including, without limitation, any Holly Successor.

     12. Modifications. This Agreement may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto.

     13. Governing Law. This Agreement shall be governed by and construed under the laws of the State in which the Property is located.

     14. Duplicate Originals; Counterparts. This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of such together shall constitute a single Agreement.

     15. Further Assurances. Without unreasonable delay and to the extent requested by HEP, subject to Section 4 hereof and Article 6 of the Holly Mortgage, Holly will enter into new Subordination, Non-Disturbance and Attornment Agreements, if necessary or advisable, to facilitate the extension, amendment, supplement, restatement, replacement or refinancing of the indebtedness under the Credit Agreement.

[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

Attachment 1-9

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

ADMINISTRATIVE AGENT:	UNION BANK OF CALIFORNIA, N.A., as Administrative Agent
	By:
		Name:
		Title:
HOLLY:	HOLLY CORPORATION
	By:
		Bruce R. Shaw
		Senior Vice President and Chief Financial Officer

Attachment 1-10

GRANTOR’S CONSENT

     The undersigned hereby consents to the foregoing Subordination, Non-Disturbance and Attornment Agreement and, without limitation, agrees to the provisions of Section 1 thereof.

HEP PIPELINE, L.L.C.
By:	HOLLY ENERGY PARTNERS — OPERATING, L.P., its Sole Member
By:
	David G. Blair,
	Senior Vice President

Attachment 1-11

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     THIS INSTRUMENT was acknowledged before me on                                         , 2008 by          ,                                 of Union Bank of California, N.A., a national banking association, as Administrative Agent, on behalf of such banking association.

                                                            
My Commission Expires

Notary Public in and for the State of Texas

Printed Name of Notary

Attachment 1-12

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     THIS INSTRUMENT was acknowledged before me on                                         , 2008 by Bruce R. Shaw, Senior Vice President and Chief Financial Officer of Holly Corporation, a Delaware corporation , on behalf of such corporation.

                                                            
My Commission Expires

Notary Public in and for the State of Texas

Printed Name of Notary

Attachment 1-13

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     This instrument was acknowledged before me on                                         , 2008, by David G. Blair, Senior Vice President of Holly Energy Partners — Operating, L.P., a Delaware limited partnership, sole member of HEP Pipeline, L.L.C., a Delaware limited liability company, on behalf of said limited liability company and limited partnership.

                                                            
My Commission Expires

Notary Public in and for the State of Texas

Printed Name of Notary

Attachment 1-14

EXHIBIT A

PIPELINE FEE LAND

None.

Attachment 1-15

EXHIBIT B

PIPELINE LEASES

Lease and Access Agreement of even date herewith between Navajo Refining Company, L.L.C., as Lessor, and HEP Pipeline, L.L.C., as Lessee, relating to certain land within the Artesia Refinery (as the same may from time to time be amended, modified, supplemented, extended, renewed, restated, or replaced) covering the following real property:

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:

TRACT “A”

BEGINNING AT A POINT WHICH LIES N.00’07’08’E., 1942.1 FEET AND S.89’52’52E., 1817.1 FEET FROM THE SOUTHWEST CORNER OF SAID SECTION 9; THENCE N.00’13’37’E., 300.0 FEET; THENCE S.89’46’23’E., 360.0 FEET; THENCE S.00’13’37’W., 300.0 FEET; THENCE N.89’45.23’W., 360.0 FEET TO THE POINT OF BEGINNING. SAID TRACT OF LAND CONTAINING 2.4793 ACRES, MORE OR LESS.

TRACT “B”

BEGINNING AT A POINT WHICH LIES N.00’07’08’E., 1692.2 FEET AND S.89’52’52’E., 1816.6 FEET FROM THE SOUTHWEST CORNER OF SAID SECTION 9; THENCE N.00’13’37’E., 250.0 FEET; THENCE S.89’46’23’E., 360.0 FEET; THENCE S.00’13’37’W., 250.0 FEET; THENCE N.89’46’23’W., 360.0 FEET TO THE POINT OF BEGINNING. SAID TRACT OF LAND CONTAINING 2.0661 ACRES, MORE OR LESS.

Attachment 1-16

EXHIBIT C

PIPELINE EASEMENTS

Artesia Delivery System: Eddy County, New Mexico

				Document	Document	Recording
State	County	Original Grantor	Original Grantee	Type	Date	Date	Book / Page
Beeson to North Artesia Segment & North Artesia to Evans Junction Segment
New Mexico	Eddy	Bureau of Land Management	Navajo Refining Company	Permit	9/30/1997		NM-98343
New Mexico	Eddy	Bogle, LTD	Navajo Refining Company	ROW	8/22/1997	08/26/1997	290 / 887
New Mexico	Eddy	Eddy County Road Department	Navajo Pipeline Company	Permit	8/25/1997		206 / RP-97-089
New Mexico	Eddy	State of New Mexico Commissioner of Public Lands	Navajo Refining Company	ROW	9/23/1997		26317
New Mexico	Eddy	Eddy County Road Department	Navajo Pipeline Company	Permit	8/25/1997		232 / RP-97-091
New Mexico	Eddy	Eddy County Road Department	Navajo Pipeline Company	Permit	8/25/1997		204 / RP-97-088
New Mexico	Eddy	Eddy County Road Department	Navajo Pipeline Company	Permit	8/25/1997		229 / RP-97-090
New Mexico	Eddy	Bureau of Land Management	Continental Pipeline Company	Permit	5/29/1965		NM-0557183
New Mexico	Eddy	Blaine Haines	Continental Pipe Line Company	ROW	4/7/1965	4/29/1965	188 / 198
New Mexico	Eddy	State of New Mexico Commissioner of Public Lands	Continental Pipe Line Company	ROW	5/11/1965		RW-16231
New Mexico	Eddy	Bogle, Ltd	Continental Pipe Line Company	ROW	3/14/1966	4/8/1966	192 / 429
New Mexico	Eddy	J.L. & Ethel Langford	Continental Pipe Line Company	ROW	4/14/1965	5/3/1965	188 / 235
New Mexico	Eddy	New Mexico State Highway	Continental Pipe Line Company	Permit	5/14/1965	—	Permit No. 2-5345 Hwy. 360
New Mexico	Eddy	J.W. Meador	Continental Pipe Line Company	ROW	4/6/1965	4/29/1965	188 / 196

Attachment 1-17

				Document	Document	Recording
State	County	Original Grantor	Original Grantee	Type	Date	Date	Book / Page
Barnsdall to North Artesia Segment
New Mexico	Eddy	General Land Office (United States Department of Interior)	Illinois Pipeline Company	ROW	5/28/1928	—	LC-036453
Barsdall Jumper Line to 8” Lovington (aka Intermediate Line)
New Mexico	Eddy	Bureau of Land Management	Navajo Refining Company	ROW	5/24/2002		No. 105996
New Mexico	Eddy	Bureau of Land Management	Navajo Refining Company	ROW	10/4/1996		No. 96607
New Mexico	Eddy	State of New Mexico Commissioner of Public Lands	Navajo Pipeline Company	ROW	5/31/2001		No. 27745
Artesia Station to North Artesia Segment
New Mexico	Eddy	General Land Office (United States Department of Interior)	Illinois Pipeline Company	ROW	5/28/1928	—	LC-036453
Abo Station to Evans Junction
New Mexico	Eddy	Bureau of Land Management	Navajo Refining Company	ROW + Station Site	10/19/1998	—	NM-100652
Evans Junction (Slaughter/Badluck Junction) to City of Artesia Segment
New Mexico	Eddy	A.B. Coll Jr. & Kathleen B. Coll, Husband & Wife	Navajo Refining Company, Inc.	ROW	12/30/1982	3/30/1983	255 / 1309
New Mexico	Eddy	County of Eddy	Navajo Refining Company	Permit	6/30/1998		RP-98-102
New Mexico	Eddy	Chase Farms	Navajo Refining Company	ROW	7/13/1998	7/20/1998	323 / 943
New Mexico	Eddy	New Mexico State Highway Department	Navajo Refining Company	Permit	7/16/1998		2-13046
New Mexico	Eddy	Vance Haldeman, a single man, Victor Haldeman	Navajo Refining Company	ROW	7/16/1998	7/20/1998	323 / 953
New Mexico	Eddy	Vance Haldeman, a single man, Victor Haldeman	Navajo Refining Company, Inc.	ROW	7/1/1998	7/9/1998	323 / 956
New Mexico	Eddy	New Mexico State Highway Department	Navajo Refining Company	Permit	7/16/1998		2-13047
New Mexico	Eddy	Gracie K. Haines Living Trust by M.L. Haines, trustee	Navajo Refining Company	ROW	7/6/1998	7/13/1998	323 / 125

Attachment 1-18

				Document	Document	Recording
State	County	Original Grantor	Original Grantee	Type	Date	Date	Book / Page
New Mexico	Eddy	Gracie K. Haines Living Trust by M.L. Haines, trustee	Navajo Refining Company	ROW	6/17/1998	7/9/1998	322 / 953
New Mexico	Eddy	Higgins Trust, Inc. By: William P. Edwards, President	Navajo Refining Company	ROW	6/29/1998	7/9/1998	322 / 950
New Mexico	Eddy	Albert P. Bach, a married man	Navajo Refining Company	ROW	6/23/1998	1/7/1999	339 / 1157
New Mexico	Eddy	Albert P. Bach, a married man	Navajo Refining Company	ROW	6/29/1998	1/7/1999	339 / 1154
New Mexico	Eddy	Emil P. Bach, Jr.	Navajo Refining Company	ROW	6/23/1998	7/9/1998	322 / 947
New	Eddy	Gladys C. Kepple Estate,	Navajo Refining Company	ROW	6/15/1998	7/9/1998	322 / 929
Mexico		et al			7/19/1998	7/31/1998	324 / 1020
					7/23/1998	7/31/1998	324 / 1014
					7/21/1998	7/31/1998	324 / 1008
					6/16/1998	7/9/1998	322 / 935
					7/27/1998	9/28/1998	330 / 222
					6/7/1999	6/15/1999	353 / 1175
					7/29/1998	9/28/1998	330 / 228
					7/21/1998	7/31/1998	324 / 1002
					7/7/1998	7/31/1998	324 / 996
New Mexico	Eddy	County of Eddy	Navajo Refining Company	Permit	6/30/1998		RP-98-103
New Mexico	Eddy	Harvey D. Howard and Jane Howard	Navajo Refining Company	ROW	6/16/1998	7/9/1998	322 / 944
New Mexico	Eddy	William Elmers Jeffers, St. a/k/a W.E. Jeffers	Navajo Refining Company	ROW	6/26/1998	7/9/1998	322 / 941
New Mexico	Eddy	Chase Oil Corporation By: Mack C. Chase	Navajo Refining Company	ROW	7/13/1998	7/20/1998	323 / 965
New Mexico	Eddy	Jeff D. Bell and Juhree Bell	Navajo Refining Company	ROW	6/5/1998	6/15/1998	320 / 680
New Mexico	Eddy	United States Department of the Interior	Navajo Refining Co.	ROW	7/8/1998		NM-100652
New Mexico	Eddy	State of New Mexico	Navajo Refining Company	ROW	10/19/1998		26649
New Mexico	Eddy	County of Eddy	Navajo Refining Company	Permit	6/30/1998		RP-98-104
New Mexico	Eddy	County of Eddy	Navajo Refining Company	Permit	6/30/1998		RP-98-105
Artesia to Badluck Segment
New Mexico	Eddy	Bureau of Land Management	Holly Energy Partners L.P.	ROW	6/7/2006	—	BCM-NM- 115944
New Mexico	Eddy	State of New Mexico	Holly Energy Partners, LP	ROW	6/26/2006	—	RW-29955

Attachment 1-19

				Document	Document	Recording
State	County	Original Grantor	Original Grantee	Type	Date	Date	Book / Page
New Mexico	Eddy	Bogle LTD	Holly Energy Partners L.P.	ROW	4/10/2006	4/27/2006	641 / 485
New Mexico	Eddy	County of Eddy	Holly Energy Partners LP	ROW	6/13/2006	—	RP-06-070: Co. Rd. #206
New Mexico	Eddy	County of Eddy	Holly Energy Partners LP	ROW	6/13/2006	—	RP-06-071: Co. Rd. #s 225 + 226
New Mexico	Eddy	County of Eddy	Navajo Refining Co.	ROW	7/8/1998	—	NM-100652

Roswell Jet Fuel Pipeline: Eddy County, New Mexico

				Document	Document	Recording
State	County	Original Grantor	Original Grantee	Type	Date	Date	Book / Page
New Mexico	Eddy	City of Artesia		Road Crossings
New Mexico	Eddy	State of New Mexico		Road Crossings
New Mexico	Eddy	Eddy County Commissioners	Aztec Pipe Line Company	Blanket Permit	5/26/1960
New Mexico	Eddy	Alta Hillard	Aztec Pipe Line Company	ROW	6/22/1960	11/14/1960	166 / 145
New Mexico	Eddy	Atchinson, Topeka and Santa Fe Railway Company	Navajo Refining Company	Permit	5/11/1987		Contract No. 112788
New Mexico	Eddy	New Mexico State Highway Department	Aztec Pipe Line Company	Permit	6/24/1960		St. Hwy. 350 & 351 No. 3783
New Mexico	Eddy	Tracy L Kinnibrugh and Tammy D. Kinnibrugh	Navajo Refining Company	Cathodic Easement	11/17/1998	11/17/1998	335 / 107
New Mexico	Eddy	New Mexico State Highway Department	Aztec Pipe Line Company	Permit	6/20/1960		St. Hwy. 350 (Parallels)

Attachment 1-20

Station Sites (Tankage) Eddy County, New Mexico

				Document	Document	Recording
State	County	Original Grantor	Original Grantee	Type	Date	Date	Book / Page
Abo Station
New Mexico	Eddy	Bureau of Land Management	Navajo Refining Company	Truck Unloading & Tanks Facility	6/7/1988	—	NM-72671 w/ amendment
Artesia Station
New Mexico	Eddy	State of New Mexico	New Mexico Pipeline Company	Deed ROW	5/21/1926	—	RW Deed No. 314
Barnsdall Station
New Mexico	Eddy	Bureau of Land Management	Navajo Pipeline Co.	ROW/ Temp. Use Permit	10/4/1996	—	NM-96607
Beeson Station
New Mexico	Eddy	Bureau of Land Management	Malco Refineries, Inc.	ROW + Plant	1/1/1952	—	NM-06130
Henshaw Station
New Mexico	Eddy	Bureau of Land Management	Navajo Refining Co.	Pipeline & Station Grant	2/27/2001	—	NM-105028

Crude Gathering Lines (steel) Eddy County, New Mexico

				Document	Document	Recording
State	County	Original Grantor	Original Grantee	Type	Date	Date	Book / Page
Abo Station to BP Sweet Segment
New Mexico	Eddy	State of New Mexico	Navajo Refining Company	Station Site/Business Lease	2/14/1995	—	BL-875
New Mexico	Eddy	State of New Mexico	Navajo Refining Co.	ROW	2/4/1974	—	RW-18440
New Mexico	Eddy	Bureau of Land Management	Navajo Refining Company	ROW	5/8/1974		NM-20261

Attachment 1-21

				Document	Document	Recording
State	County	Original Grantor	Original Grantee	Type	Date	Date	Book / Page
Maljamar Park to Beeson Station Segment
New Mexico	Eddy	Bureau of Land Management	Continental Pipe Line Company	ROW	6/20/1963	—	NM-0349783
New Mexico	Eddy	Bureau of Land Management	Valley Gas Corporation	ROW	2/21/1956	—	NM-029234
New Mexico	Eddy	Bureau of Land Management	Artesia Pipeline Company	ROW	10/5/1954	—	NM-015544
Artesia Station to Abo Trunk Line Segment
New Mexico	Eddy	State of New Mexico	New Mexico Pipeline Company	ROW	5/21/1926		RW Deed No. 314

Attachment 1-22

EXHIBIT D

PIPELINE IMPROVEMENTS

• A six-inch, 11 mile line running from Beeson, Eddy County, New Mexico, to N. Artesia, Eddy County, New Mexico;

• A 4/6-inch, seven mile line running from Barnsdall, Eddy County, New Mexico, to N. Artesia, Eddy County, New Mexico;

• An eight-inch, two mile line running from the Barnsdall jumper line in Eddy County, New Mexico, to the Lovington line in Eddy County, New Mexico;

• A four-inch, four mile line running from Artesia St., Eddy County, New Mexico, to N. Artesia, Eddy County, New Mexico;

• An eight-inch, six mile line running from N. Artesia, Eddy County, New Mexico, to Evans Junction, Eddy County, New Mexico;

• A six-inch, 1.2 mile line running from Abo, Eddy County, New Mexico, to Evans Junction, Eddy County, New Mexico;

• An eight-inch, 11.5 mile line from Evans Junction, Eddy County, New Mexico, to Artesia, Eddy County, New Mexico;

• A 12-inch, 13 mile line from Artesia, Eddy County, New Mexico, to Bad Luck, Eddy County, New Mexico;

• A four-inch, 36 mile line running from Artesia, Eddy County, New Mexico, to Roswell, Chaves County, New Mexico Abo Station, including all tanks, pump stations and other associated equipment, including without limitation Tank 1007, Eddy County, New Mexico;

• Artesia Station including all tanks, pump stations and other associated equipment, including without limitation Tank 970, Eddy County, New Mexico;

• Barnsdall Station including all tanks, pump stations and other associated equipment, including without limitation Tank 1028, Eddy County, New Mexico;

• Beeson Station including all tanks, pump stations and other associated equipment, including without limitation Tanks 972 and 973, Eddy County, New Mexico;

• Henshaw Station including all tanks, pump stations and other associated equipment, including without limitation Tanks 1048 and 1049, Eddy County, New Mexico;

• A four-inch, 1.2 mile line running from Abo Station, Eddy County, New Mexico, to BP Sweet system, Eddy County, New Mexico;

Attachment 1-23

• A six-inch, 6.5 mile line running from Artesia Station, Eddy County, New Mexico, to Abo Trunk line, Eddy County, New Mexico;

• A four-inch, approximately 14 mile line running from Maljamar Park, Lea County, New Mexico, to Beeson Station, Eddy County, New Mexico;

• Barnsdall Station lease connection lines, Eddy County, New Mexico;

• Beeson Station lease connection lines, Eddy County, New Mexico;

• Burton Flats lease connection lines, Eddy County, New Mexico;

• Abo Station lease connection lines, Eddy County, New Mexico;

• Artesia Station lease connection lines, Eddy County, New Mexico;

• Eagle lease connection lines, Eddy County, New Mexico.

Attachment 1-24

EXHIBIT E

PIPELINE CONTRACTS

None.

Attachment 1-25

EXHIBIT F

PIPELINE PERMITS

To the extent assignable, all permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals now or hereafter granted by any Governmental Entity to Grantor or its predecessors in interest pertaining solely to the ownership or operation of the Pipelines.

Attachment 1-26

EXHIBIT G

PIPELINES

• A six-inch, 11 mile line running from Beeson, Eddy County, New Mexico, to N. Artesia, Eddy County, New Mexico;

• A 4/6-inch, seven mile line running from Barnsdall, Eddy County, New Mexico, to N. Artesia, Eddy County, New Mexico;

• An eight-inch, two mile line running from the Barnsdall jumper line in Eddy County, New Mexico, to the Lovington line in Eddy County, New Mexico;

• A four-inch, four mile line running from Artesia St., Eddy County, New Mexico, to N. Artesia, Eddy County, New Mexico;

• An eight-inch, six mile line running from N. Artesia, Eddy County, New Mexico, to Evans Junction, Eddy County, New Mexico;

• A six-inch, 1.2 mile line running from Abo, Eddy County, New Mexico, to Evans Junction, Eddy County, New Mexico;

• An eight-inch, 11.5 mile line from Evans Junction, Eddy County, New Mexico, to Artesia, Eddy County, New Mexico;

• A 12-inch, 13 mile line from Artesia, Eddy County, New Mexico, to Bad Luck, Eddy County, New Mexico;

• A four-inch, 36 mile line running from Artesia, Eddy County, New Mexico, to Roswell, Chaves County, New Mexico Abo Station, including all tanks, pump stations and other associated equipment, including without limitation Tank 1007, Eddy County, New Mexico;

• A four-inch, 1.2 mile line running from Abo Station, Eddy County, New Mexico, to BP Sweet system, Eddy County, New Mexico;

• A six-inch, 6.5 mile line running from Artesia Station, Eddy County, New Mexico, to Abo Trunk line, Eddy County, New Mexico;

• A four-inch, approximately 14 mile line running from Maljamar Park, Lea County, New Mexico, to Beeson Station, Eddy County, New Mexico;

• Barnsdall Station lease connection lines, Eddy County, New Mexico;

• Beeson Station lease connection lines, Eddy County, New Mexico;

• Burton Flats lease connection lines, Eddy County, New Mexico;

Attachment 1-27

• Abo Station lease connection lines, Eddy County, New Mexico;

• Artesia Station lease connection lines, Eddy County, New Mexico;

• Eagle lease connection lines, Eddy County, New Mexico.

Attachment 1-28

EX-10.4

PREPARED BY AND WHEN
RECORDED RETURN TO:

Holly Corporation
100 Crescent Court, Suite 1600
Dallas, Texas 75201-6927
Attn: General Counsel

MORTGAGE, LINE OF CREDIT MORTGAGE AND DEED OF TRUST
(WITH SECURITY AGREEMENT AND FINANCING STATEMENT)

BY

HEP PIPELINE, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY,
AS GRANTOR

TO

JOHN N. PATTERSON,
AS TRUSTEE

FOR THE BENEFIT OF

HOLLY CORPORATION,
A DELAWARE CORPORATION
AS BENEFICIARY

DATED EFFECTIVE AS OF FEBRUARY 29, 2008

THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A TRANSMITTING UTILITY.

THIS INSTRUMENT COVERS GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN AND IS TO BE FILED FOR RECORD IN THE RECORDS WHERE MORTGAGES ON REAL ESTATE ARE RECORDED. ADDITIONALLY, THIS INSTRUMENT SHOULD BE APPROPRIATELY INDEXED, NOT ONLY AS A MORTGAGE, BUT ALSO AS A FINANCING STATEMENT COVERING GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN. THE MAILING ADDRESSES OF THE GRANTOR (DEBTOR) AND BENEFICIARY (BENEFICIARY) ARE SET FORTH IN THIS INSTRUMENT.

MORTGAGE, LINE OF CREDIT MORTGAGE AND DEED OF TRUST
(WITH SECURITY AGREEMENT AND FINANCING STATEMENT)

     This MORTGAGE, LINE OF CREDIT MORTGAGE AND DEED OF TRUST (WITH SECURITY AGREEMENT AND FINANCING STATEMENT) (hereinafter referred to as this “Deed of Trust”), is entered into effective as of the 29th day of February, 2008, by HEP PIPELINE, L.L.C., a Delaware limited liability company (hereinafter referred to as “Grantor”), a subsidiary of Holly Energy Partners, L.P., a Delaware limited partnership (“HEP”), whose address for notice hereunder is at 100 Crescent Court, Suite 1600, Dallas, Texas 75201-6927, Attention: General Counsel, facsimile number (214) 871-3523, to John N. Patterson, Trustee (hereinafter referred to in such capacity as “Trustee”), whose address is PO Box 9570, Santa Fe, New Mexico 87504, for the benefit of the herein below defined Beneficiary.

WITNESSETH:

ARTICLE 1

DEFINITIONS

1.1 Definitions. As used herein, the following terms shall have the following meanings:

(a) Affiliate: 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 shares or the equivalent and elected directors, managers or Persons performing similar functions, the ownership of or power to vote, directly or indirectly, shares or the equivalent representing more than 50% of the power to vote in the election of directors, managers or Persons performing similar functions, (ii) ownership of more than 50% 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.

(b) Beneficiary: Holly Corporation, a Delaware corporation whose address for notice hereunder is 100 Crescent Court, Suite 1600, Dallas, Texas 75201-6927, Attention: General Counsel.

(c) Contracts: The Pipeline Contracts.

(d) Deed of Trust: Shall have the meaning set forth in the introductory paragraph hereof.

(e) Easements: The Pipeline Easements.

(f) Event of Default: Any happening or occurrence described in Article 7 of this Deed of Trust.

(g) Fixtures: All materials, supplies, equipment, apparatus and other items now or hereafter acquired by Grantor and now or hereafter attached to, installed in or used in

1

connection with (temporarily or permanently) the Real Property or the Pipelines, together with all accessions, replacements, betterments and substitutions for any of the foregoing and the proceeds thereof.

(h) Governmental Entity: Any court, governmental department, commission, council, board, bureau, agency or other judicial, administrative, regulatory, legislative or other instrumentality of the United States of America or any foreign country, or any state, county, municipality or local governmental body or political subdivision or any such other foreign country.

(i) Grantor: The above defined Grantor, whether one or more, and any and all subsequent owners of the Mortgaged Property or any part thereof.

(j) Impositions: All real estate and personal property taxes; water, gas, sewer, electricity and other utility rates and charges; charges for any easement, license or agreement maintained for the benefit of the Mortgaged Property; and all other taxes, charges and assessments and any interest, costs or penalties with respect thereto, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which at any time prior to or after the execution hereof may be assessed, levied or imposed upon the Mortgaged Property or the ownership, use, occupancy or enjoyment thereof.

(k) Improvements: The Pipeline Improvements.

(l) Leases: Any and all leases, subleases, licenses, concessions or other agreements (written or verbal, now or hereafter in effect) which grant a possessory interest in and to, or the right to use, the Mortgaged Property, and all other agreements, such as utility contracts, maintenance agreements and service contracts, which in any way relate to the use, occupancy, operation, maintenance, enjoyment or ownership of the Mortgaged Property, save and except any and all leases, subleases or other agreements pursuant to which Grantor is granted a possessory interest in the Real Property.

(m) Legal Requirements: (i) Any and all laws, statutes, codes, rules, regulations, ordinances, judgments, orders, writs, decrees, requirements or determinations of any Governmental Entity, and (ii) to the extent not covered by clause (i) immediately above, any and all requirements of permits, licenses, certificates, authorizations, concessions, franchises or other approvals granted by any Governmental Entity.

(n) Mortgaged Property: The Pipeline Assets, together with:

(i) all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances in anywise appertaining thereto, and all right, title and interest of Grantor in and to any streets, ways, alleys, strips or gores of land adjoining the Real Property or any part thereof; and

(ii) all betterments, additions, alterations, appurtenances, substitutions, replacements and revisions thereof and thereto and all reversions and remainders therein; and

2

(iii) all other property and rights of Grantor of every kind and character to the extent specifically relating to and used or to be used solely in connection with the foregoing property, and all proceeds and products of any of the foregoing.

As used in this Deed of Trust, the term “Mortgaged Property” shall be expressly defined as meaning all or, where the context permits or requires, any portion of the above, and all or, where the context permits or requires, any interest therein. Notwithstanding anything to the contrary herein, in no event shall the term “Mortgaged Property” include any Product owned by third parties that may be shipped through or stored at or in any of the Mortgaged Property.

(o) Obligations: Shall have the meaning given such term in Section 2.1.

(p) Permits: The Pipeline Permits.

(q) Permitted Encumbrances: Any of the following matters:

(i) any (A) inchoate liens, security interests or similar charges constituting or securing the payment of expenses which were incurred incidental to the ownership and operation of the Pipelines (collectively, the “Operations”) or the operation, storage, transportation, shipment, handling, repair, construction, improvement or maintenance of the Mortgaged Property, and (B) materialman’s, mechanics’, repairman’s, employees’, contractors’, operators’, warehousemen’s, barge or ship owner’s and carriers’ liens or other similar liens, security interests or charges for liquidated amounts arising in the ordinary course of business incidental to the conduct of the Operations or the ownership and operation of the Mortgaged Property, securing amounts the payment of which is not delinquent and that will be paid in the ordinary course of business or, if delinquent, that are being contested in good faith with any action or proceeding to foreclose or attach any of the Mortgaged Property on account thereof properly stayed; (ii) any liens or security interests for Taxes not yet delinquent or, if delinquent, that are being contested in good faith in the ordinary course of business with any action or proceeding to foreclose or attach any of the Mortgaged Property on account thereof properly stayed; (iii) any liens or security interests reserved in leases, rights of way or other real property interests for rental or for compliance with the terms of such leases, rights of way or other real property interests, provided payment of the debt secured is not delinquent or, if delinquent, is being contested in good faith in the ordinary course of business with any action or proceeding to foreclose or attach any of the Mortgaged Property on account thereof properly stayed; (iv) all prior reservations of minerals in and under or that may be produced from any of the lands constituting part of the Mortgaged Property or on which any part of the Mortgaged Property is located; (v) all liens (other than liens for borrowed money), security interests, charges, easements, restrictive covenants, encumbrances, contracts, instruments, obligations, discrepancies, conflicts, shortages in area or boundary lines, encroachments or protrusions, or overlapping of improvements, defects, irregularities and other matters affecting or encumbering title to the Mortgaged Property which individually or in the

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aggregate are not such as to unreasonably or materially interfere with or prevent any material operations conducted on the Mortgaged Property; (vi) rights reserved to or vested in any Governmental Entity to control or regulate any of the Mortgaged Property or the Operations and all Legal Requirements of such authorities, including any building or zoning ordinances and all environmental laws; (vii) any contract, easement, instrument, lien, security instrument, permit, amendment, extension or other matter entered into by a party in accordance with the terms of the Purchase Agreement (as defined in the Pipelines Agreement) or in compliance with the approvals or directives of the other party made pursuant to such Purchase Agreement; (viii) all Post-Closing Consents (as defined in the Purchase Agreement); (ix) defects in the early chain of the title consisting of the mere failure to recite marital status in a document or omissions of successions of heirship proceedings, unless such failure or omission results in another Person’s superior claim of title to the Pipeline Easements or relevant portion thereof; (x) any assertion of a defect based on a lack of a survey with respect to the Pipelines; (xi) any title defect affecting (or the termination or expiration of) any easement, right of way, leasehold interest or fee interest affecting property over which the Pipelines pass which has been replaced prior to the date of this Deed of Trust by an easement, right of way, leasehold interest or fee interest covering substantially the same land or the portion thereof used by Beneficiary or its Affiliates; and (xii) all Senior Liens.

(r) Person: An individual, a corporation, a partnership, a limited liability company, an association, a trust, or any other entity or organization, including, without limitation, any Governmental Entity.

(s) Personalty: The Pipeline Equipment, and all other personal property (other than the Fixtures) and intangible assets of any kind or character as defined in and subject to the provisions of the Uniform Commercial Code Article 9 — Secured Transactions, as the same is codified and in effect in New Mexico, which are now or hereafter located or to be located upon, within or about the Real Property, or which are or may be used in or related to the planning, development, financing or operation of the Mortgaged Property, together with all accessories, replacements and substitutions thereto or therefor and the proceeds thereof.

(t) Pipeline Assets: All of the following assets, properties and rights, whether real, personal or mixed, which are owned or held for use by Grantor solely in connection with the ownership or operation of those certain pipelines described on Exhibit G (the “Pipelines”):

(i) All parcels of fee simple real property now or hereafter owned by Grantor on which any part of the Pipelines are located including, without limitation, the property held in fee by Grantor described on Exhibit A, if any (collectively, the “Pipeline Fee Land”);

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(ii) All leases of real property now or hereafter entered into or acquired by Grantor on which all or a part of the Pipelines are located, including, without limitation, the leases described on Exhibit B, if any (the “Pipeline Leases”);

(iii) All easements, rights-of-way, property use agreements, line rights and real property licenses (including right-of-way permits from railroads and road crossing permits or other right-of-way permits from Governmental Entities) required to operate the Pipelines now or hereafter entered into or acquired by Grantor, including, without limitation, the easements, rights-of-way, property use agreements, line rights and real property licenses described on Exhibit C (the “Pipeline Easements”);

(iv) All structures, fixtures and appurtenances (A) located on the Pipeline Fee Land, (B) located on the land subject to the Pipeline Leases, or (C) located within the Pipeline Easements, and now or hereafter owned by Grantor, including, without limitation, any buildings, pipelines, pumping facilities, refinery tanks, crude oil tanks and crude oil pipeline tanks described on Exhibit D (collectively, the “Pipeline Improvements”);

(v) To the extent same do not constitute Pipeline Improvements, any and all fittings, cathodic protection ground beds, rectifiers, other cathodic or electric protection devices, tanks, machinery, engines, pipes, pipelines, valves, valve boxes, connections, gates, scraper trap extenders, telecommunication facilities and equipment (including microwave and other transmission towers), lines, wires, computer hardware, fixed or mobile machinery and equipment, vehicle refueling tanks, pumps, heating and non-pipeline pumping stations, fittings, tools, furniture and metering equipment now owned or hereafter acquired by Grantor (the “Pipeline Equipment”);

(vi) The contracts, agreements, leases and other legally binding rights and obligations of Grantor described on Exhibit E, if any, but excluding those contracts and agreements constituting Pipeline Leases and Pipeline Easements (the “Pipeline Contracts”);

(vii) Intellectual property rights and related computer software;

(viii) All permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals now or hereafter granted by any Governmental Entity to Grantor or its predecessors in interest pertaining solely to the ownership or operation of the Pipelines, including, without limitation, those permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals described on Exhibit F, in each case to the extent the same are assignable (the “Pipeline Permits”); and

(ix) All records and documents now or hereafter acquired by Grantor relating solely to the ownership, condition or operation of the Pipeline Assets (the “Pipeline Records”).

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(u) Pipeline Contracts: Shall have the meaning set forth in subsection (vi) of the definition of Pipeline Assets.

(v) Pipeline Easements: Shall have the meaning set forth in subsection (iii) of the definition of Pipeline Assets.

(w) Pipeline Equipment: Shall have the meaning set forth in subsection (v) of the definition of Pipeline Assets.

(x) Pipeline Fee Land: Shall have the meaning set forth in subsection (i) of the definition of Pipeline Assets.

(y) Pipeline Improvements: Shall have the meaning set forth in subsection (iv) of the definition of Pipeline Assets.

(z) Pipeline Leases: Shall have the meaning set forth in subsection (ii) of the definition of Pipeline Assets.

(aa) Pipeline Permits: Shall have the meaning set forth in subsection (viii) of the definition of Pipeline Assets.

(bb) Pipeline Real Property: Collectively, the Pipeline Fee Land, the Pipeline Leases, the Pipeline Improvements and the Pipeline Easements.

(cc) Pipeline Records: Shall have the meaning set forth in subsection (ix) of the definition of Pipeline Assets.

(dd) Pipelines: Shall have the meaning set forth in the first paragraph of the definition of Pipeline Assets.

(ee) Pipelines Agreement: That certain Pipelines and Tankage Agreement dated effective as of February 29, 2008, by and among Beneficiary, Navajo Pipeline Co., L.P., a Delaware limited partnership, Navajo Refining Company, L.L.C., a Delaware limited liability company, Woods Cross Refining Company, L.L.C., a Delaware limited liability company, HEP, Holly Energy Partners—Operating, L.P., a Delaware limited partnership, Grantor and HEP Woods Cross, L.L.C., a Delaware limited liability company.

(ff) Product: Crude oil, gas oil, diesel, kerosene, casinghead, naphtha, normal butane and isobutane transported through the Pipelines.

(gg) Purchase Agreement: That certain Purchase and Sale Agreement dated effective as of February 29, 2008 by and among Beneficiary, Navajo Pipeline Co., L.P., a Delaware limited partnership, Woods Cross Refining Company, L.L.C., a Delaware limited liability company, Navajo Refining Company, L.L.C., a Delaware limited liability company, HEP, Holly Energy Partners — Operating, L.P., a Delaware limited partnership, HEP Woods Cross, L.L.C., a Delaware limited liability company, and Grantor.

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(hh) Real Property: The Pipeline Real Property.

(ii) Security Documents: This Deed of Trust and any and all other documents now or hereafter executed by Grantor or any other Person to evidence or secure the performance of the Obligations.

(jj) Senior Bank Liens: Collectively, (i) each lien and security interest in all or any portion of the Mortgaged Property heretofor or hereafter granted by Grantor or its Affiliates under the Senior Credit Agreement, and (ii) each lien and security interest in all or any portion of the Mortgaged Property hereafter granted by any Person who acquires an interest in all or any portion of the Mortgaged Property securing senior debt of such Person.

(kk) Senior Credit Agreement: That certain Amended and Restated Credit Agreement dated as of August 27, 2007 (as extended, amended, supplemented, restated, replaced or refinanced in whole or in part, from time to time) among Holly Energy Partners — Operating, L.P., a Delaware limited partnership, the banks party thereto from time to time, and Union Bank of California, N.A., in its capacity as administrative agent (or any assignee of or successor to such administrative agent).

(ll) Senior Lien: Collectively, the Senior Bank Liens and each other lien and security interest as to which the lien and security interest granted pursuant to this Deed of Trust shall be subordinated thereto pursuant to the terms of a Subordination, Non-Disturbance and Attornment Agreement in substantially the form of Attachment 1 hereto executed by the Beneficiary and the holder of such lien and security interest and recorded in the Official Public Records of Real Property of Chaves County, New Mexico.

(mm) Taxes: Any and all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, leases, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, or assessments.

ARTICLE 2

GRANT

2.1 Grant. To secure and enforce the prompt performance and compliance by the Partnership Entities (as defined in the Pipelines Agreement) of all obligations set forth for such Persons in Section 2(f), Section 7, and Section 11(b) of the Pipelines Agreement, plus all claims (as such term is defined in the Bankruptcy Code) of or damages owed to the Beneficiary against the Partnership Entities and/or the Mortgaged Property resulting from any rejection of the Pipelines Agreement by any such Person in any bankruptcy or insolvency proceeding involving any Partnership Entity, and any reasonable costs and expenses (including, but not limited to, attorneys’ and experts’ fees and court costs) incurred by Beneficiary in enforcing and exercising its rights hereunder (collectively, the “Obligations”), Grantor has GRANTED, BARGAINED, SOLD and CONVEYED, and

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by these presents does GRANT, BARGAIN, SELL and CONVEY, unto Trustee the Mortgaged Property, subject, however, to the Permitted Encumbrances, TO HAVE AND TO HOLD the Mortgaged Property unto Trustee, forever, and Grantor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Trustee against every Person whomsoever lawfully claiming or to claim the same or any part thereof other than against any holder of any Senior Lien; provided, however, that this grant shall terminate upon the full performance and discharge of all of the Obligations and in accordance with the other terms set forth herein.

2.2

Maximum Secured Indebtedness. THE OUTSTANDING INDEBTEDNESS SECURED BY PROPERTY LOCATED IN NEW MEXICO SHALL NOT AT ANY ONE TIME EXCEED THE AGGREGATE MAXIMUM AMOUNT OF $225,000,000, WHICH SHALL CONSTITUTE THE MAXIMUM AMOUNT AT ANY TIME SECURED HEREBY.

ARTICLE 3

WARRANTIES AND REPRESENTATIONS

	Grantor hereby unconditionally warrants and represents to Beneficiary as follows:
3.1	Organization and Power. Grantor (a) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has complied with all conditions prerequisite to its doing business in the State of New Mexico and (b) has all requisite power and all governmental certificates of authority, licenses, permits, qualifications and documentation to own, lease and operate its properties and to carry on its business as now being, and as proposed to be, conducted.
3.2	Validity of Security Documents. The execution, delivery and performance by Grantor of the Security Documents (a) are within Grantor’s powers and have been duly authorized by Grantor’s Manager or other necessary parties, and all other requisite action for such authorization has been taken; (b) have received all (if any) requisite prior governmental approval in order to be legally binding and enforceable in accordance with the terms thereof; and (c) will not violate, be in conflict with, result in a breach of or constitute (with due notice or lapse of time, or both) a default under, any Legal Requirement or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of Grantor’s property or assets, except as contemplated by the provisions of the Security Documents. The Security Documents constitute the legal, valid and binding obligations of Grantor and others obligated under the terms of the Security Documents, in accordance with their respective terms.
3.3	Lien of this Instrument. Subject to the Senior Liens, this Deed of Trust constitutes a valid and subsisting mortgage and deed of trust lien on the Real Property and the Fixtures and a valid, subsisting security interest in and to, and a valid assignment of, the Personalty and Leases, all in accordance with the terms hereof.

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3.4 Litigation. There are no actions, suits or proceedings pending, or to the knowledge of Grantor threatened, against or affecting the Grantor as a result of or in connection with Grantor’s entering into this Deed of Trust, or involving the validity or enforceability of this Deed of Trust or the priority of the liens and security interests created by the Security Documents, and no event has occurred (including specifically Grantor’s execution of the Security Documents) which will violate, be in conflict with, result in the breach of, or constitute (with due notice or lapse of time, or both) a default under, any Legal Requirement or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of Grantor’s property other than the liens and security interests created by the Security Documents.

ARTICLE 4

AFFIRMATIVE COVENANTS OF GRANTOR

     Grantor hereby unconditionally covenants and agrees with Beneficiary that, except for the Permitted Encumbrances, Grantor will protect the lien and security interest status of this Deed of Trust and except for the Permitted Encumbrances, will not, without the prior written consent of Beneficiary, place, or permit to be placed, or otherwise mortgage, hypothecate or encumber the Mortgaged Property with, any other lien or security interest of any nature whatsoever (statutory, constitutional or contractual) regardless of whether same is allegedly or expressly inferior to the lien and security interest created by this Deed of Trust, and, if any such lien or security interest is asserted against the Mortgaged Property, Grantor will promptly, at its own cost and expense, (a) pay the underlying claim in full or take such other action so as to cause same to be released and (b) within five days from the date such lien or security interest is so asserted, give Beneficiary notice of such lien or security interest. Such notice shall specify who is asserting such lien or security interest and shall detail the origin and nature of the underlying claim giving rise to such asserted lien or security interest.

ARTICLE 5

NEGATIVE COVENANTS OF GRANTOR

     Grantor hereby covenants and agrees with Beneficiary that, until the full performance and discharge of all of the Obligations, Grantor will not, without the prior written consent of Beneficiary, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any mortgage, pledge, lien (statutory, constitutional or contractual), security interest, encumbrance or charge on, or conditional sale or other title retention agreement, regardless of whether same are expressly subordinate to the liens of the Security Documents, with respect to, the Mortgaged Property, other than the Permitted Encumbrances.

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ARTICLE 6

AFFIRMATIVE COVENANTS OF BENEFICIARY

     By its acceptance hereof, Beneficiary recognizes that (a) Grantor is obligated or may hereafter become obligated to any of the Credit Parties (as defined in the SNDA [defined below]) in connection with the Senior Credit Agreement, and (b) Grantor and any future owner of the Mortgaged Property may incur additional indebtedness or become otherwise obligated to one or more banks, insurance companies, investment banks or other financial institutions regularly engaged in commercial lending and/or bonds, debentures, notes and similar instruments evidencing obligations that may be secured by liens or security interests on some or all of Grantor’s property, including the Mortgaged Property (the holder of such liens or security interests being a “Secured Lender”). To the extent that any such Secured Lender notifies Beneficiary of Secured Lender’s desire to subordinate the lien and security interest held by Beneficiary pursuant to this Deed of Trust, Beneficiary, by its acceptance hereof, will agree to effect such subordination by promptly executing, in one or more counterparts, a Subordination, Non-Disturbance and Attornment Agreement in substantially the form of Attachment 1 hereto (the “SNDA”). The subordination of this Deed of Trust shall (i) not be effective unless and until the SNDA has been executed by the Secured Lender, and (ii) be subject to compliance by the Secured Lender with its obligations under Section 3 and Section 4 of the SNDA. Any Secured Lender who is a party to an SNDA and who is in compliance with its obligations under Section 3 and Section 4 of such SNDA is hereinafter referred to as a “Lienholder.”

ARTICLE 7

EVENTS OF DEFAULT

     The term “Event of Default”, as used in the Security Documents, shall mean the occurrence or happening, at any time and from time to time, of any one or more of the following.

7.1

Breach of Deed of Trust. (a) Grantor shall (i) fail to perform or observe, in any material respect, any covenant, condition or agreement of this Deed of Trust to be performed or observed by Grantor, or (ii) breach any warranty or representation made by Grantor in this Deed of Trust, and such failure or breach shall continue unremedied for a period of thirty (30) days after receipt of written notice thereof to the Grantor from the Beneficiary; provided, however, that in the event such failure or breach cannot be reasonably cured within such thirty (30) day period and Grantor has diligently proceeded (and continues to proceed) to cure such breach, Grantor shall have an additional sixty (60) days to cure such failure or breach, or (b) HEP shall fail to perform all of the Obligations in full and on or before the dates same are to be performed (after giving effect to any applicable grace and cure periods).

7.2

Voluntary Bankruptcy. Grantor shall (a) voluntarily be adjudicated a bankrupt or insolvent, (b) procure, permit or suffer the voluntary or involuntary appointment of a receiver, trustee or liquidator for itself or for all or any substantial portion of its property, (c) file any petition seeking a discharge, rearrangement, or reorganization of its debts pursuant to the bankruptcy laws or any other debtor relief laws of the United States or

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	any state or any other competent jurisdiction, or (d) make a general assignment for the benefit of its creditors.
7.3	Involuntary Bankruptcy. If (a) a petition is filed against Grantor seeking to rearrange, reorganize or extinguish its debts under the provisions of any bankruptcy or other debtor relief law of the United States or any state or other competent jurisdiction, and such petition is not dismissed or withdrawn within sixty (60) days after its filing, or (b) a court of competent jurisdiction enters an order, judgment or decree appointing, without the consent of Grantor a receiver or trustee for it, or for all or any part of its property, and such order, judgment, or decree is not dismissed, withdrawn or reversed within sixty (60) days after the date of entry of such order, judgment or decree.
7.4	Rejection of Pipelines Agreement. A rejection, by or on behalf of Grantor or any other Partnership Entity (as defined in the Pipelines Agreement), of the Pipelines Agreement in bankruptcy.

ARTICLE 8

REMEDIES

8.1 Remedies. Subject, in each case, to the rights of any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the SNDA, and provided no material default by the Holly Entities (as defined in the Pipelines Agreement) has occurred and is continuing, if an Event of Default shall occur and be continuing, Beneficiary may, at Beneficiary’s election and by or through Trustee or otherwise, exercise any or all of the following rights, remedies and recourses:

(a) Entry Upon Mortgaged Property. Enter upon the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto. If Grantor remains in possession of all or any part of the Mortgaged Property after an Event of Default and without Beneficiary’s prior written consent thereto, Beneficiary may invoke any and all legal remedies to dispossess Grantor, including specifically one or more actions for forcible entry and detainer, trespass to try title and writ of restitution. Nothing contained in the foregoing sentence shall, however, be construed to impose any greater obligation or any prerequisites to acquiring possession of the Mortgaged Property after an Event of Default than would have existed in the absence of such sentence.

(b) Operation of Mortgaged Property. Hold, lease, manage, operate or otherwise use or permit the use of the Mortgaged Property, either itself or by other Persons, firms or entities, in such manner, for such time and upon such other terms as Beneficiary may deem to be prudent and reasonable under the circumstances (making such repairs, alterations, additions and improvements thereto and taking any and all other action with reference thereto, from time to time, as Beneficiary shall deem necessary or desirable), and apply all amounts collected by Trustee or Beneficiary in connection therewith in accordance with the provisions of Section 8.8.

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(c) Trustee or Receiver. Prior to, upon or at any time after, commencement of any legal proceedings hereunder, make application to a court of competent jurisdiction as a matter of strict right and without notice to Grantor or regard to the adequacy of the Mortgaged Property for the satisfaction of the Obligations for appointment of a receiver of the Mortgaged Property, and Grantor does hereby irrevocably consent to such appointment. Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Mortgaged Property upon such terms as may be approved by the court.

(d) Other. Exercise any and all other rights, remedies and recourses granted under this Deed of Trust.

8.2	Remedies Cumulative, Concurrent and Nonexclusive. Beneficiary shall have all rights, remedies and recourses granted in the Pipelines Agreement and, subject to the rights of any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the SNDA, the Deed of Trust and same (a) shall be cumulative and concurrent; (b) may be pursued separately, successively or concurrently against Grantor or others obligated under this Deed of Trust, or against the Mortgaged Property, or against any one or more of them, at the sole discretion of Beneficiary; (c) may be exercised as often as occasion therefor shall arise, it being agreed by Grantor that the exercise or failure to exercise any of same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (d) are intended to be, and shall be, nonexclusive.
8.3	Obligations. Neither Grantor, any other Partnership Entity (as defined in the Pipelines Agreement) nor any other Person hereafter obligated for performance or fulfillment of all or any of the Obligations shall be relieved of such obligation by reason of (a) the failure of Trustee to comply with any request of Grantor or any other Person to enforce any provisions of this Deed of Trust; (b) the release, regardless of consideration, of the Mortgaged Property or the addition of any other property to the Mortgaged Property; (c) any agreement or stipulation between any subsequent owner of the Mortgaged Property and Beneficiary extending, renewing, rearranging or in any other way modifying the terms of the Security Documents without first having obtained the consent of, given notice to or paid any consideration to Grantor or such other Person, and in such event Grantor and all such other Persons shall continue to be liable to make payment according to the terms of any such extension or modification agreement unless expressly released and discharged in writing by Beneficiary; or (d) by any other act or occurrence save and except the complete fulfillment of all of the Obligations.
8.4	Release of and Resort to Collateral. Beneficiary may release, regardless of consideration, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interest created in or evidenced by this Deed of Trust or their stature as a lien and security interest in and to the Mortgaged Property.
8.5	Waiver of Redemption, Notice and Marshalling of Assets. To the fullest extent permitted by law, Grantor hereby irrevocably and unconditionally waives and releases (a)

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	all benefits that might accrue to Grantor by virtue of any present or future law exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or extension of time for payment; (b) all notices of any Event of Default or of Trustee’s election to exercise or his actual exercise of any right, remedy or recourse provided for under this Deed of Trust; and (c) any right to a marshalling of assets or a sale in inverse order of alienation.
8.6	Limitation on New Mexico Redemption. Pursuant to NMSA 1978, Section 39-5-19 (1965), the redemption period after foreclosure sale for any Mortgaged Property situated in or otherwise subject to the laws of the State of New Mexico shall be limited to one (1) month.
8.7	Discontinuance of Proceedings. In case Beneficiary shall have proceeded to invoke any right, remedy or recourse permitted under this Deed of Trust and shall thereafter elect to discontinue or abandon same for any reason, Beneficiary shall have the unqualified right so to do and, in such an event, Grantor and Beneficiary shall be restored to their former positions with respect to the Obligations, the Security Documents, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Beneficiary shall continue as if same had never been invoked.
8.8	Application of Proceeds. Subject, in each case, to applicable law and the rights of any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the SNDA (including, without limitation, the right to receive payments otherwise due to HEP under the terms of the Pipelines Agreement), the proceeds and other amounts generated by the holding, operating or other use of, the Mortgaged Property shall be applied by Trustee or Beneficiary (or the receiver, if one is appointed) to the extent that funds are so available therefrom in the following orders of priority:

(a) first, to the payment of the costs and expenses of taking possession of the Mortgaged Property and of holding, using, leasing, repairing and improving the same, including without limitation (i) trustees’ and receivers’ fees, (ii) court costs, (iii) attorneys’ and accountants’ fees, and (iv) the payment of any and all Impositions, liens, security interests or other rights, titles or interests equal or superior to the lien and security interest of this Deed of Trust (except those to which the Mortgaged Property has been sold subject to and without in any way implying Beneficiary’s prior consent to the creation thereof);

(b) second, to the payment of all amounts which may be due to Beneficiary with respect to the Obligations;

(c) third, to the extent permitted by law, funds are available therefor out of the proceeds generated by the holding, operating or other use of the Mortgaged Property and known by Beneficiary, to the payment of any indebtedness or obligation secured by a subordinate deed of trust on or security interest in the Mortgaged Property; and

(d) fourth, to Grantor.

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8.9 INDEMNITY. IN CONNECTION WITH ANY ACTION TAKEN BY TRUSTEE AND/OR BENEFICIARY PURSUANT TO THIS DEED OF TRUST, TRUSTEE AND/OR BENEFICIARY AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS, ACCOUNTANTS AND EXPERTS (COLLECTIVELY THE “INDEMNIFIED PARTIES”) SHALL NOT BE LIABLE FOR ANY LOSS SUSTAINED BY GRANTOR RESULTING FROM (i) AN ASSERTION THAT TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY HAS RECEIVED FUNDS FROM THE OPERATIONS OF THE MORTGAGED PROPERTY CLAIMED BY THIRD PERSONS OR (ii) ANY ACT OR OMISSION OF TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY IN ADMINISTERING, MANAGING, OPERATING OR CONTROLLING THE MORTGAGED PROPERTY, INCLUDING IN EITHER CASE SUCH LOSS WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF TRUSTEE, BENEFICIARY OR AN INDEMNIFIED PARTY OR WHICH MAY RESULT FROM STRICT LIABILITY, WHETHER UNDER APPLICABLE LAW OR OTHERWISE, UNLESS SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH OF TRUSTEE, BENEFICIARY OR ANY INDEMNIFIED PARTY NOR SHALL TRUSTEE, BENEFICIARY AND/OR ANY INDEMNIFIED PARTY BE OBLIGATED TO PERFORM OR DISCHARGE ANY OBLIGATION, DUTY OR LIABILITY OF GRANTOR. GRANTOR SHALL AND DOES HEREBY AGREE TO INDEMNIFY TRUSTEE, BENEFICIARY AND EACH OF THEIR RESPECTIVE INDEMNIFIED PARTIES FOR, AND TO HOLD THEM HARMLESS FROM, ANY AND ALL LOSSES WHICH MAY OR MIGHT BE INCURRED BY TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY BY REASON OF THIS DEED OF TRUST OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER, INCLUDING SUCH LOSSES WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF TRUSTEE, BENEFICIARY OR AN INDEMNIFIED PARTY OR WHICH MAY RESULT FROM STRICT LIABILITY, WHETHER UNDER APPLICABLE LAW OR OTHERWISE, UNLESS SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH OF TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY. SHOULD TRUSTEE, BENEFICIARY AND/OR ANY INDEMNIFIED PARTY MAKE ANY EXPENDITURE ON ACCOUNT OF ANY SUCH LOSSES, THE AMOUNT THEREOF, INCLUDING, WITHOUT LIMITATION, COSTS, EXPENSES AND REASONABLE ATTORNEYS’ FEES, SHALL BE A DEMAND OBLIGATION (WHICH OBLIGATION GRANTOR HEREBY EXPRESSLY PROMISES TO PAY) OWING BY GRANTOR TO TRUSTEE AND/OR BENEFICIARY AND SHALL BEAR INTEREST FROM THE DATE EXPENDED UNTIL PAID AT THE HIGHEST RATE ALLOWED BY LAW, SHALL BE A PART OF THE OBLIGATIONS AND SHALL BE SECURED BY THIS DEED OF TRUST. THE LIABILITIES OF GRANTOR AS SET FORTH IN THIS SECTION 8.9 SHALL SURVIVE THE TERMINATION OF THIS DEED OF TRUST.

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8.10 Limitations on Indemnifications.

(a) To the extent, if at all, but only to the extent, that NMSA 1978, Section 56-7-1 (1971), as amended from time to time, is applicable to this Deed of Trust or any indemnification agreements herein, any agreement to indemnify any indemnitee given in this Deed of Trust, regardless of whether such agreement to indemnify makes reference to this or any other limitation provision, will not extend to liability, claims, damages, losses or expenses, including attorneys’ fees, arising out of (i) the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs or specifications by such indemnitee, or the agents or employees of such indemnitee, or (ii) the giving of or the failure to give directions or instructions by such indemnitee, or the agents or employees of such indemnitee, where such giving or failure to give directions or instructions is the primary cause of bodily injury to persons or damage to property.

(b) To the extent, if at all, but only to the extent, that NMSA 1978, Section 56-7-2 (1999), as amended from time to time, is applicable to this Deed of Trust or any indemnification agreements herein, or agreement to indemnify any indemnitee given in this Deed of Trust, regardless of whether such undertaking or agreement to indemnify makes reference to this or any other limitation provision, this Deed of Trust does not purport to indemnify such indemnitee against loss or liability for damages arising from: (i) the sole or concurrent negligence of such indemnitee or the agents or employees of such indemnitee; (ii) the sole or concurrent negligence of an independent contractor who is directly responsible to such indemnitee; or (iii) an accident that occurs in operations carried on at the direction or under the supervision of such indemnitee, an employee or representative of such indemnitee or in accordance with methods and means specified by such indemnitee or the employees or representatives of such indemnitee.

ARTICLE 9

SECURITY AGREEMENT

9.1

Security Interest. This Deed of Trust shall be construed as a deed of trust on real property and it shall (subject to the Senior Liens) also constitute and serve as a “Security Agreement” on personal property within the meaning of, and shall constitute a security interest under, the Uniform Commercial Code (as the same is codified and in effect in New Mexico) with respect to the Personalty, Fixtures and Leases. To this end, Grantor has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED, AND SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER AND SET OVER, unto Trustee and unto Beneficiary, a security interest in all of Grantor’s right, title and interest in, to and under the Personalty, Fixtures and Leases to secure the full and timely performance and discharge of the Obligations, subject only to the Permitted Encumbrances.

9.2

Financing Statements. Grantor hereby authorizes Beneficiary to file such “Financing Statements,” and Grantor hereby agrees to execute and deliver such further assurances as Beneficiary may, from time to time, consider reasonably necessary to create, perfect and preserve Beneficiary’s security interest herein granted and Beneficiary may cause such

15

	statements and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest.
9.3	Uniform Commercial Code Remedies. Subject, in each case, to the rights of any Lienholder under or pursuant to the Senior Liens, and the terms and provisions of the SNDA and this Deed of Trust, Beneficiary and/or Trustee shall have all the rights, remedies and recourses (other than auction and sale rights) with respect to the Personalty, Fixtures and Leases afforded to it by the aforesaid Uniform Commercial Code (as the same is codified and in effect in New Mexico) in addition to, and not in limitation of, the other rights, remedies and recourses afforded by this Deed of Trust.
9.4	No Obligation of Trustee or Beneficiary. The assignment and security interest herein granted shall not be deemed or construed to constitute Trustee or Beneficiary as a trustee in possession of the Mortgaged Property, to obligate Trustee or Beneficiary to lease the Mortgaged Property or attempt to do same, or to take any action, incur any expense or perform or discharge any obligation, duty or liability whatsoever.
9.5	Fixture Filing. This Deed of Trust shall constitute a “fixture filing” for all purposes of Article 9 of the Uniform Commercial Code, as codified and in effect in New Mexico. All or part of the Mortgaged Property are or are to become fixtures; information concerning the security interest herein granted may be obtained at the addresses set forth on the first page hereof. The address of the Secured Party (Beneficiary) is the address set forth in Section 1.1(b) and the address of the Debtor (Grantor) is the address set forth in the opening paragraph of this Deed of Trust.
9.6	Satisfaction and Release. If (a) all Obligations secured hereby shall be paid, performed and satisfied in full, (b) the Mortgaged Property (or any portion thereof, in which case the provisions of clauses (i) through (iv) below shall be applicable only to such portion) shall be sold, consigned, conveyed or transferred in accordance with the provisions of the Pipelines Agreement, [and/or] (c) the Pipelines Agreement shall be terminated, cancelled or otherwise expire, and the Obligations of the Partnership Entities (as defined in the Pipelines Agreement) set forth in Section 2(f) of the Pipelines Agreement shall no longer be applicable, and/or (d) at any time Grantor’s or HEP’s (in the event Grantor does not have a stand-alone credit rating) senior unsecured debt has an Investment Grade Rating (as hereinafter defined) from both Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P”) (or any successor to the rating business of either thereof), then (i) this Deed of Trust shall be null and void, (ii) the liens and security interests created by this Deed of Trust shall be released as promptly as practicable, (iii) the Mortgaged Property shall revert to Grantor (or the transferee in the case of clause (b) above) free and clear of the liens and security interests created by this Deed of Trust, and (iv) Beneficiary and Trustee (as applicable) shall execute and deliver, or cause to be executed and delivered, instruments of satisfaction and release that are reasonably requested by Grantor. Otherwise, this Deed of Trust shall remain and continue in full force and effect. As used in this Section 9.6, the term “Investment Grade Rating” shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, or BBB- (or the equivalent) by S&P.

16

ARTICLE 10

CONCERNING THE TRUSTEE

10.1	No Required Action. Trustee shall not be required to take any action toward the execution and enforcement of the trust hereby created or to institute, appear in or defend any action, suit or other proceeding in connection therewith where in his opinion such action will be likely to involve him in expense or liability, unless requested so to do by a written instrument signed by Beneficiary and, if Trustee so requests, unless Trustee is tendered security and indemnity satisfactory to him against any and all costs, expense and liabilities arising therefrom. Trustee shall not be responsible for the execution, acknowledgment or validity of the Security Documents, or for the proper authorization thereof, or for the sufficiency of the lien and security interest purported to be created hereby, and makes no representation in respect thereof or in respect of the rights, remedies and recourses of Beneficiary.
10.2	Certain Rights. With the approval of Beneficiary, Trustee shall have the right to take any and all of the following actions: (a) to select, employ and advise with counsel (who may be, but need not be, counsel for Beneficiary) upon any matters arising hereunder, including the preparation, execution and interpretation of the Security Documents, and shall be fully protected in relying as to legal matters on the advice of counsel; (b) to execute any of the trusts and powers hereof and to perform any duty hereunder either directly or through his agents or attorneys; (c) to select and employ, in and about the execution of his duties hereunder, suitable accountants, engineers and other experts, agents and attorneys-in-fact, either corporate or individual, not regularly in the employ of Trustee, and Trustee shall not be answerable for any act, default or misconduct of any such accountant, engineer or other expert, agent or attorney-in-fact, if selected with reasonable care, or for any error of judgment or act done by Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, except for Trustee’s gross negligence or bad faith; and (d) to take any and all other lawful action as Beneficiary may instruct Trustee to take to protect or enforce Beneficiary’s rights hereunder. Trustee shall not be personally liable in case of entry by him, or anyone entering by virtue of the powers herein granted him, upon the Mortgaged Property for debts contracted or liability or damages incurred in the management or operation of the Mortgaged Property. Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him hereunder, believed by him in good faith to be genuine. Trustee shall be entitled to reimbursement for expenses incurred by him in the performance of his duties hereunder and to reasonable compensation for such of his services hereunder as shall be rendered. Grantor will, from time to time, pay the compensation due to Trustee hereunder and reimburse Trustee for, and save him harmless against, any and all liability and expenses which may be incurred by him in the performance of his duties.
10.3	Retention of Moneys. All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by

17

	law) and Trustee shall be under no liability for interest on any moneys received by him hereunder.
10.4	Successor Trustees. Trustee may resign by the giving of notice of such resignation in writing to Beneficiary. If Trustee shall die, resign or become disqualified from acting in the execution of this trust, or shall fail or refuse to execute the same when requested by Beneficiary so to do, or if, for any reason, Beneficiary shall prefer to appoint a substitute trustee to act instead of the aforenamed Trustee, Beneficiary shall have full power to appoint a substitute trustee and, if preferred, several substitute trustees in succession who shall succeed to all the estates, properties, rights, powers and duties of the aforenamed Trustee. Such appointment may be executed by any authorized agent of Beneficiary, and if such Beneficiary be a corporation and such appointment be executed in its behalf by any officer of such corporation, such appointment shall be conclusively presumed to be executed with authority and shall be valid and sufficient without proof of any action by the Board of Directors or any superior officer of the corporation. Grantor hereby ratifies and confirms any and all acts which the aforenamed Trustee, or his successor or successors in this trust, shall do lawfully by virtue hereof.
10.5	Perfection of Appointment. Should any deed, conveyance or instrument of any nature be required from Grantor by any successor Trustee to more fully and certainly vest in and confirm to such new Trustee such estates, rights, powers and duties, then, upon request by such Trustee, any and all such deeds, conveyances and instruments shall be made, executed, acknowledged and delivered and shall be caused to be recorded and/or filed by Grantor.
10.6	Succession Instruments. Any new Trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its or his predecessor in the rights hereunder with like effect as if originally named as Trustee herein; but nevertheless, upon the written request of Beneficiary or of the successor Trustee, the Trustee ceasing to act shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver any of the property and moneys held by such Trustee to the successor Trustee so appointed in its or his place.
10.7	No Representation by Trustee. By accepting or approving anything required to be observed, performed or fulfilled or to be given to Trustee or Beneficiary pursuant to the Security Documents, including but not limited to, any officer’s certificate, balance sheet, statement of profit and loss or other financial statement, survey, appraisal or insurance policy, neither Trustee nor Beneficiary shall be deemed to have warranted, consented to, or affirmed the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not be or constitute any warranty, consent or affirmation with respect thereto by Trustee or Beneficiary.

18

ARTICLE 11

MISCELLANEOUS

11.1	Performance at Grantor’s Expense. The cost and expense of performing or complying with any and all of the Obligations shall be borne solely by Grantor and/or the other Partnership Entities to the extent provided in the Pipelines Agreement.
11.2	Survival of Obligations. Each and all of the Obligations shall survive the execution and delivery of the Security Documents and shall continue in full force and effect until the Obligations have been performed and discharged in full.
11.3	Further Assurances. Grantor, upon the request of Trustee or Beneficiary, will execute, acknowledge, deliver and record and/or file such further instruments and do such further acts as may be necessary, desirable or proper to carry out more effectively the purpose of the Security Documents and to subject to the liens and security interests thereof any property intended by the terms thereof to be covered thereby, including specifically but without limitation, any renewals, additions, substitutions, replacements, betterments or appurtenances to the then Mortgaged Property.
11.4	Recording and Filing. Grantor will cause the Security Documents and all amendments and supplements thereto and substitutions therefor to be recorded, filed, re-recorded and refiled in such manner and in such places as Trustee or Beneficiary shall reasonably request, and will pay all such recording, filing, re-recording and refiling taxes, fees and other charges.
11.5	Notices. All notices or other communications required or permitted to be given pursuant to this Deed of Trust shall be in writing and shall be considered as properly given if mailed by first-class United States mail, postage prepaid, registered or certified with return receipt requested, or by delivering same in person to the intended addressee or by prepaid telegram. Notice so mailed shall be effective two days following its deposit. Notice given in any other manner shall be effective only if and when received by the addressee. For purposes of notice, the addresses of Beneficiary and Grantor shall be as set forth in Section 1.1(b) and the opening paragraph hereinabove, respectively; provided, however, that either party shall have the right to change its address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days’ notice to the other party in the manner set forth hereinabove.
11.6	No Waiver. Any failure by Trustee or Beneficiary to insist, or any election by Trustee or Beneficiary not to insist, upon strict performance by Grantor of any of the terms, provisions or conditions of the Security Documents shall not be deemed to be a waiver of same or of any other terms, provision or condition thereof and Trustee or Beneficiary shall have the right at any time or times thereafter to insist upon strict performance by Grantor of any and all of such terms, provisions and conditions.
11.7	Beneficiary’s Right to Perform the Obligations. If Grantor shall fail, refuse or neglect to make any payment or perform any act required by the Security Documents (after

19

	giving effect to any applicable notice and cure period), then at any time thereafter, and without further notice to or demand upon Grantor and without waiving or releasing any other right, remedy or recourse Beneficiary may have because of same, Beneficiary may (but shall not be obligated to) make such payment or perform such act for the account of and at the expense of Grantor, and shall have the right to enter upon or in the Real Property for such purpose and to take all such action thereon and with respect to the Mortgaged Property as it may deem necessary or appropriate but in any case subject to the rights of any Lienholder arising under or pursuant to the Senior Liens and the terms and provisions of the SNDA. If Beneficiary shall elect to pay any Imposition or other sums due with reference to the Mortgaged Property, Beneficiary may do so in reliance on any bill, statement or assessment procured from the appropriate Governmental Entity or other issuer thereof without inquiring into the accuracy or validity thereof. Similarly, in making any payments to protect the security intended to be created by the Security Documents, Beneficiary shall not be bound to inquire into the validity of any apparent or threatened adverse title, lien, encumbrance, claim or charge before making an advance for the purpose of preventing or removing the same. Grantor shall indemnify Beneficiary for all losses, expenses, damage, claims and causes of action, including reasonable attorneys’ fees, incurred or accruing by reason of any acts performed by Beneficiary pursuant to the provisions of this Section 11.7 or by reason of any other provision in the Security Documents. All sums paid by Beneficiary pursuant to this Section 11.7 and all other sums expended by Beneficiary to which it shall be entitled to be indemnified, together with interest thereon at the maximum rate allowed by law from the date of such payment or expenditure, shall be secured by the Security Documents and shall be paid by Grantor to Beneficiary upon demand.
11.8	Covenants Running with the Land. All Obligations contained in the Security Documents are intended by the parties to be, and shall be construed as, covenants running with the Mortgaged Property.
11.9	Successors and Assigns. All of the terms of the Security Documents shall apply to, be binding upon and inure to the benefit of the parties thereto, their successors and assigns, and all other Persons claiming by, through or under them.
11.10	Severability. The Security Documents are intended to be performed in accordance with, and only to the extent permitted by, all applicable Legal Requirements. If any provision of any of the Security Documents or the application thereof to any Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable neither the remainder of the instrument in which such provision is contained nor the application of such provision to other Persons or circumstances nor the other instruments referred to hereinabove shall be affected thereby, but rather shall be enforced to the greatest extent permitted by law.
11.11	Entire Agreement and Modification. The Security Documents contain the entire agreements between the parties relating to the subject matter hereof and thereof and all prior agreements relative thereto which are not contained herein or therein are terminated. Notwithstanding anything herein to the contrary, Grantor and, by its acceptance hereof, Beneficiary hereby acknowledge and agree that in the event that any of the terms or

20

	provisions of this Deed of Trust conflict with any terms or provisions of the Pipelines Agreement, the terms or provisions of the Pipelines Agreement shall govern and control for all purposes. The Security Documents may not be amended, revised, waived, discharged, released or terminated orally but only by a written instrument or instruments (a) executed by the party against which enforcement of the amendment, revision, waiver, discharge, release or termination is asserted, and (b) consented to by the Lienholders to the extent any such amendment, revision, waiver, discharge, release or termination would be materially adverse to the rights of any such Lienholder. Any alleged amendment, revision, waiver, discharge, release or termination which is not so documented shall not be effective as to any party.
11.12	Counterparts. This Deed of Trust may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute but one instrument.
11.13	Applicable Law. This Deed of Trust shall be construed and enforced in accordance with and governed by the laws of the State of Texas and the laws of the United States of America, except that to the extent that the law of the state in which a portion of the Mortgaged Property is located (or which is otherwise applicable to a portion of the Mortgaged Property) necessarily or appropriately governs with respect to procedural and substantive matters relating to the creation, perfection and enforcement of the liens, security interests and other rights and remedies of Trustee on behalf of Beneficiary or Beneficiary granted herein, the laws of such state shall apply as to that portion of the Mortgaged Property located in (or otherwise subject to the laws of) such state.
11.14	No Partnership. Nothing contained in the Security Documents is intended to, or shall be construed as, creating to any extent and in any manner whatsoever, any partnership, joint venture, or association between Grantor, Trustee and Beneficiary, or in any way make Beneficiary or Trustee coprincipals with Grantor with reference to the Mortgaged Property, and any inferences to the contrary are hereby expressly negated.
11.15	Headings. The Article, Section and Subsection entitlements hereof are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the text of such Articles, Sections or Subsections.
11.16	Waiver of Stay, Moratorium, and Similar Rights. Grantor agrees, to the full extent that it may lawfully do so, that it will not at any time insist upon or plead or in any way take advantage of any appraisement, valuation, stay, marshalling of assets, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or hinder the enforcement of the provisions of this Deed of Trust or the indebtedness secured hereby, or any agreement between Grantor and Beneficiary or any rights or remedies Beneficiary may have thereunder, hereunder or by law.
11.17	Transfer of Mortgaged Property. No sale, lease, exchange, assignment, conveyance or other transfer (each, a “Transfer”) of the Mortgaged Property will extinguish the lien or security interest created by this Deed of Trust, except to the extent provided in Section 9.6 of this Deed of Trust or in the Pipelines Agreement. As a condition to any Transfer, Beneficiary may (a) require the express assumption of the Obligations by the transferee

21

	(with or without the release of Grantor from liability in respect thereof), and (b) require the execution of an assumption agreement, modification agreements, supplemental security documents and financing statements satisfactory in form and substance to Beneficiary.
11.18	Estoppel Certificates. Grantor and Beneficiary agree to execute and deliver from time to time, upon the request of the other party, a certificate regarding the status of the Pipelines Agreement, consisting of statements, if true (or if not, specifying why not), (a) that the Pipelines Agreement is in full force and effect, (b) the date through which payments have been paid, (c) the date of the commencement of the term of the Pipelines Agreement, (d) the nature of any amendments or modifications of the Pipelines Agreement, (e) to such party’s actual knowledge without investigation, no default, or state of facts which with the passage of time or notice (or both) would constitute a default, exists under the Pipelines Agreement, (f) to such party’s actual knowledge without investigation, no setoffs, recoupments, estoppels, claims or counterclaims exist against the other party under the Pipelines Agreement, and (g) such other factual matters as may be reasonably requested.
11.19	Final Agreement. Grantor acknowledges receipt of a copy of this instrument at the time of execution hereof. Grantor acknowledges that, except as incorporated in writing in this Deed of Trust, there are not, and were not, and no persons are or were authorized to make any representations, understandings, stipulations, agreements or promises, oral or written, with respect to the matters addressed in this Deed of Trust. THE WRITTEN AGREEMENTS HEREIN REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
11.20	Other New Mexico Provisions.

(a) In addition to the requirements for giving notice set forth elsewhere in this instrument, all notices shall be sent by regular, first-class United States mail, postage prepaid.

(b) Notwithstanding anything to the contrary contained in this instrument, the appointment of a receiver for the Mortgaged Property shall be in accordance with the New Mexico Receivership Act, §44-8-1, et seq., NMSA 1978.

(c) To the extent this instrument constitutes a deed of trust, it is subject to the New Mexico Deed of Trust Act, §48-10-1, et seq., NMSA 1978.

(d) To the extent this instrument constitutes a mortgage, the grant of the mortgage is made with mortgage covenants and upon the statutory mortgage condition, for the breach of which, except as otherwise provided herein, this instrument is subject to foreclosure as provided by law.

22

(e) For Security Agreement and Fixture Filing purposes, (i) the Debtor’s name is HEP Pipeline, L.L.C., whose address is shown on the first page of this instrument; (ii) the Secured Party’s name is Holly Corporation, whose address is shown in Section 1.1(b) of this instrument; (iii) this instrument covers materials, supplies, equipment, apparatus and other items that are, or are to become, fixtures; and (iv) the real property to which such fixtures are related is attached to this instrument as Exhibit A.

[SIGNATURE PAGE TO FOLLOW]

23

     WITNESS THE EXECUTION HEREOF as of the date first above written.

HEP PIPELINE, L.L.C.
By:	HOLLY ENERGY PARTNERS — OPERATING, L.P., its Sole Member
By:	/s/ David G. Blair
	David G. Blair, Senior Vice President

EMPLOYER IDENTIFICATION NUMBER OF GRANTOR:	71-0968296
ORGANIZATIONAL NUMBER OF GRANTOR:	3814278

[Signature Page]

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     This instrument was acknowledged before me on February 29, 2008, by David G. Blair, Senior Vice President of Holly Energy Partners — Operating, L.P., a Delaware limited partnership, sole member of HEP Pipeline, L.L.C., a Delaware limited liability company, on behalf of said limited liability company and limited partnership.

/s/ Julie H. Cooper

Notary Public, State of Texas  

My Commission Expires:

4-8-2009

[Acknowledgment Page]

EXHIBIT A

PIPELINE FEE LAND

None.

A-1

EXHIBIT B

PIPELINE LEASES

Roswell Terminal (Leased) Chaves County, New Mexico

		Original	Original	Document	Document	Recording
State	County	Grantor	Grantee	Type	Date	Date	Book / Page
New Mexico	Chaves	City of Roswell, New Mexico	Navajo Refining Company, Inc.	Lease Agreement	9/14/2006	1/29/2007	557 / 230

B-1

EXHIBIT C

PIPELINE EASEMENTS

Roswell Jet Fuel Pipeline Chaves County, New Mexico

		Original	Original	Document	Document	Recording
State	County	Grantor	Grantee	Type	Date	Date	Book / Page
New Mexico	Chaves	Chaves County Commissioners	Aztec Pipe Line Company	Permit	6/28/1960		Blanket Permit
New Mexico	Chaves	New Mexico State Highway Department	Aztec Pipe Line Company	Permit	8/5/1960		St. Hwy. 351 (Parallels)
New Mexico	Chaves	New Mexico State Highway Department	Aztec Pipe Line Company	Permit			St. Hwy. 438
New Mexico	Chaves	Alma B. Ingram, et al	Navajo Refining Company	ROW	6/20/1998	10/13/1998 7/9/1998 6/24/1998 6/30/1998 7/01/1998	332 / 1129 322 / 963 322 / 959 330 / 220 322 / 965
New Mexico	Chaves	Clarence M. Pearson and Ruth B. Pearson	Aztec Pipe Line Company	ROW	6/10/1960	7/6/1960	76 / 176
New Mexico	Chaves	Rances Reames and Eudune L. Reames, et al	Aztec Pipe Line Company	ROW	6/13/1960	11/14/1960	78 / 247
New Mexico	Chaves	Bureau of Land Management	Continental Pipe Line Company	ROW	6/24/1960		NM-01107906
New Mexico	Chaves	Gretchen McClure	Aztec Pipe Line Company	ROW	6/20/1960	7/8/1960	76 / 189
New Mexico	Chaves	J. L. Moots	Aztec Pipe Line Company	ROW	6/8/1960	7/6/1960	76 / 174
New Mexico	Chaves	Charles S. Carpenter and Lucy E. Carpenter	Aztec Pipe Line Company	ROW	6/16/1960	7/6/1960	76 / 170
New Mexico	Chaves	Ida Westberry	Aztec Pipe Line Company	ROW	6/2/1960	6/20/1960	76 / 45
New Mexico	Chaves	S. P. Johnson, Jr. and Geraldine O. Johnson	Aztec Pipe Line Company	ROW	5/30/1960	6/20/1960	76 / 23

C-1

		Original	Original	Document	Document	Recording
State	County	Grantor	Grantee	Type	Date	Date	Book / Page
New Mexico	Chaves	J. L. Colborn and Ruth W. Colborn, et al	Aztec Pipe Line Company	ROW	5/19/1960	6/6/1960	76 / 167
New Mexico	Chaves	Joe Mitchell, a widower, J.T. Mitchell and Ollidean Mitchell, his wife	Aztec Pipe Line Company	ROW	5/27/1960	6/20/1960	76 / 27
New Mexico	Chaves	Charles E. Neff and Betty Jo Neff, his wife	Aztec Pipe Line Company	ROW	5/25/1960	6/20/1960	76 / 29
New Mexico	Chaves	State of New Mexico	Continental Pipe Line Company	ROW	12/27/1960		Ottowa Rd.
New Mexico	Chaves	Victor D. Weldon and Effiebell Weldon, his wife	Aztec Pipe Line Company	ROW	6/17/1960	7/8/1960	76 / 191
New Mexico	Chaves	Carl Pollock Caldwell and Juanita J. Caldwell	Aztec Pipe Line Company	ROW	5/24/1960	6/20/1960	76 / 5
New Mexico	Chaves	C. V. Hoke and Nanette M. Hoke, his wife	Aztec Pipe Line Company	ROW	5/24/1960	6/20/1960	76 / 21
New Mexico	Chaves	Thurman A. Gregory and Lois Marie Gregory	Aztec Pipe Line Company	ROW	5/25/1960	6/20/1960	76 / 17
New Mexico	Chaves	Joseph Windham and Anna Windham, his wife	Aztec Pipe Line Company	ROW	5/27/1960	6/20/1960	76 / 49
New Mexico	Chaves	W. F. Kerr and Ira Kerr, his wife	Aztec Pipe Line Company	ROW	5/25/1960	6/20/1960	76 / 25
New Mexico	Chaves	E. H. Ratmeyer and Elizabeth D. Ratmeyer, his wife	Aztec Pipe Line Company	ROW	6/7/1960	6/20/1960	76 / 37
New Mexico	Chaves	Rose M. Dennis and Kirk G. Dennis, her husband	Aztec Pipe Line Company	ROW	6/4/1960	6/20/1960	76 / 9
New Mexico	Chaves	Terraceia Blinks and Grant Blinks, her husband	Aztec Pipe Line Company	ROW	5/23/1960	6/17/1960	76 / 1

C-2

		Original	Original	Document	Document	Recording
State	County	Grantor	Grantee	Type	Date	Date	Book / Page
New Mexico	Chaves	Mary E. Thaman, a widow	Aztec Pipe Line Company	ROW	5/6/1960	6/20/1960	76 / 41
New Mexico	Chaves	C. M. Payne and Ann T. Payne	Aztec Pipe Line Company	ROW	5/31/1960	6/20/1960	76 / 33
New Mexico	Chaves	E. Leonard Clayton and Tinnie Raymond Clayton	Aztec Pipe Line Company	ROW	6/1/1960	6/20/1960	76 / 7
New Mexico	Chaves	Hobart D. Hoy	Navajo Refining Company	ROW	10/12/1990	10/15/1990	92 / 971
New Mexico	Chaves	Irl R. Wolf, Jr., and Ursula Wolf, his wife	Aztec Pipe Line Company	ROW	5/21/1960	6/20/1960	76 / 47
New Mexico	Chaves	Monte Goodin and Nora Goodin, his wife	Aztec Pipe Line Company	ROW	5/27/1960	6/20/1960	76 / 13
New Mexico	Chaves	James I. Grassie and Bonnie Grassie, his wife	Aztec Pipe Line Company	ROW	5/25/1960	6/20/1960	76 / 15
New Mexico	Chaves	Connie W. Muesse	Aztec Pipe Line Company	ROW	6/11/1960	7/14/1960	76 / 229
New Mexico	Chaves	Staton D. Wooldridge, a single man, et al	Aztec Pipe Line Company	ROW	5/26/1960	6/29/1960	76 / 51
New Mexico	Chaves	Clarence Ray Owen and Clara Jean Owen, his wife	Aztec Pipe Line Company	ROW	5/28/1960	6/20/1960	76 / 31
New Mexico	Chaves	Harrison L. Stires and Bertha Stires, his wife	Aztec Pipe Line Company	ROW	6/28/1960	8/2/1960	76 / 386
New Mexico	Chaves	Anthony M. Faby	Navajo Refining Company	ROW	1/7/1991	1/22/1991	98 / 447
New Mexico	Chaves	John W. Thompson and Almaryne Thompson, his wife	Aztec Pipe Line Company	ROW	5/30/1960	6/20/1960	76 / 43
New Mexico	Chaves	Marybell Brooks Dillon and Fay Brooks McMurry	Aztec Pipe Line Company	ROW	6/6/1960	7/6/1960	76 / 172

C-3

		Original	Original	Document	Document	Recording
State	County	Grantor	Grantee	Type	Date	Date	Book / Page
New Mexico	Chaves	Elton Hamill, Executor	Aztec Pipe Line Company	ROW	6/1/1960	6/20/1960	76 / 19
New Mexico	Chaves	John Allen Phinizy and Joyce J. Phinizy, his wife	Aztec Pipe Line Company	ROW	6/8/1960	7/6/1960	76 / 178
New Mexico	Chaves	Cynthia Bull, et al	Aztec Pipe Line Company	ROW	5/31/1960	6/20/1960	76 / 3
New Mexico	Chaves	L.E. Everman and Elizabeth Everman, his wife et al	Aztec Pipe Line Company	ROW	6/1/1960	6/20/1960	76 / 11
New Mexico	Chaves	City of Roswell, a municipal coporation	Navajo Refining Company	ROW	10/12/1990	10/15/1990	92 / 944
New Mexico	Chaves	City of Roswell, a municipal corporation	Navajo Refining Co., Inc.	Permit	3/14/1996		Industrial Air Center
New Mexico	Chaves	Eulis S. & Fern Rowden	Navajo Refining Company	ROW	10/9/1990	10/15/1990	92 / 946

C-4

EXHIBIT D

PIPELINE IMPROVEMENTS

• A four-inch, 36 mile line running from Artesia, Eddy County, New Mexico, to Roswell, Chaves County, New Mexico;

• the following three tanks, all of which are located in Roswell, Chaves County, New Mexico:

• Tank 1216;

• Tank 1218; and

• Tank 1219.

D-1

EXHIBIT E

PIPELINE CONTRACTS

     None.

E-1

EXHIBIT F

PIPELINE PERMITS

To the extent assignable, all permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals now or hereafter granted by any Governmental Entity to Grantor or its predecessors in interest pertaining solely to the ownership or operation of the Pipelines.

F-1

EXHIBIT G

PIPELINES

A four-inch, 36 mile line running from Artesia, Eddy County, New Mexico, to Roswell, Chaves County, New Mexico.

G-1

ATTACHMENT 1

FORM OF SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT

After recording, return to:
Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite 3700
Dallas, Texas 75201
Attention: Christopher J. Dewar

SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT

     This Subordination, Non-Disturbance and Attornment Agreement (this “Agreement”) is executed effective as of February 29, 2008, among Union Bank of California, N.A., in its capacity as administrative agent (or any assignee of or successor to such administrative agent) under the Credit Agreement (as defined below) and on behalf of the Credit Parties (as defined below) (“Administrative Agent”), and Holly Corporation, a Delaware corporation (“Holly”).

RECITALS:

     A. Holly Energy Partners — Operating, L.P., a Delaware limited partnership (“Operating”), the financial institutions party thereto from time to time (individually, a “Financial Institution” and collectively, the “Financial Institutions”), the Financial Institutions issuing letters of credit thereunder from time to time, if any (individually, an “Issuing Bank” and collectively, the “Issuing Banks”), the Financial Institutions or any affiliate thereof that have entered into hedging arrangements with Operating or any subsidiary thereof from time to time (individually, a “Swap Counterparty” and collectively, the “Swap Counterparties” and, together with Administrative Agent, the Financial Institutions and the Issuing Banks, being collectively referred to herein as the “Credit Parties”) are parties to that certain Amended and Restated Credit Agreement dated as of August 27, 2007 (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified and/or restated from time to time, the “Credit Agreement”).

     B. The Financial Institutions are the present owners and holders of certain promissory notes dated February 25, 2008, executed by Operating and payable to the order of each such Financial Institution (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time and together with any additional notes issued under or pursuant to the Credit Agreement, the “Notes”). Administrative Agent, for the ratable benefit of the Credit Parties, is the beneficiary of that certain Line of Credit Mortgage, Security Agreement, Assignment of Rents and Leases, Fixture Filing and Financing Statement dated effective as of February 29, 2008 and that certain Line of Credit Leasehold Mortgage, Security Agreement, Assignment of Rents and Leases, Fixture Filing, and Financing Statement dated effective as of February 29, 2008 (as heretofore and hereafter renewed,

Attachment 1-1

extended, amended, supplemented, replaced, modified, and/or restated from time to time, collectively, the “Senior Mortgages”), and the secured party under certain other security agreements and documents entered into in connection with the Credit Agreement (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time, the “Security Instruments” and, together with the Credit Agreement, the Notes, the Senior Mortgages and any other documents, instruments and agreements executed and/or delivered in connection with the Credit Agreement, collectively, the “Senior Loan Documents”).

     C. Pursuant to the Senior Loan Documents and to secure the Notes and the other Secured Obligations (as defined in the Senior Mortgages), HEP Pipeline, L.L.C., a Delaware limited liability company (“Grantor”) and a subsidiary of Holly Energy Partners, L.P., a Delaware limited partnership (“HEP”) granted a security interest and mortgage lien to or for the benefit of Administrative Agent, covering the right, title and interest of Grantor in certain property described in Exhibits A through G attached hereto (the “Property”).

     D. Holly is the current owner of certain rights and interests under and pursuant to the provisions of that certain Pipelines and Tankage Agreement dated effective as of February 29, 2008 by and among Holly, Navajo Pipeline Co., L.P., a Delaware limited partnership, Navajo Refining Company, L.L.C., a Delaware limited liability company, Woods Cross Refining Company, L.L.C., a Delaware limited liability company, HEP, Operating, Grantor and HEP Woods Cross, L.L.C., a Delaware limited liability company, (together with any amendments, restatements or modifications from time to time made thereto, the “Pipelines Agreement”).

     E. Holly is the current beneficiary of certain liens and security interests in a portion of the Property (the “Subordinated Liens”) under and pursuant to the provisions of that certain Mortgage, Line of Credit Mortgage and Deed of Trust (with Security Agreement and Financing Statement) (the “Holly Mortgage”) dated effective as of February 29, 2008 executed by Grantor to John N. Patterson, Trustee, for the benefit of Holly, securing the Obligations (as defined in the Holly Mortgage and referred to herein as the “HEP Obligations”), such Holly Mortgage being recorded (or to be recorded) in various counties in the State of New Mexico.

     F. Holly has agreed to subordinate its Subordinated Lien under the Holly Mortgage (but not, pursuant to this Agreement, any of its rights and interests under the Pipelines Agreement) to (i) the Senior Mortgages and the other Senior Loan Documents, and (ii) any other mortgage, deed of trust or security instrument granted by a Purchaser (as defined in Section 3 below) or any subsequent purchaser of any portion of the Mortgaged Property (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time, a “Future Senior Mortgage”) that secures debt and obligations of, and other extensions of credit to, such Purchaser or purchaser (together with the Secured Obligations (as defined in the Senior Mortgages), referred to herein as the “Senior Secured Obligations”) and Administrative Agent has agreed that it and any such Purchaser at foreclosure of a Senior Mortgage shall recognize and not disturb or extinguish the Holly Mortgage, all on the terms and conditions hereinafter set forth.

Attachment 1-2

AGREEMENTS:

     NOW, THEREFORE, in consideration of Ten Dollars ($10) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Administrative Agent and Holly hereby covenant and agree as follows:

     1. Subordination of Holly Mortgage.

          (a) Subject to the provisions of Section 3 and Section 4 hereof, the Subordinated Liens of Holly under the Holly Mortgage and all of the terms, covenants and provisions of the Holly Mortgage, and all rights, remedies and options of Holly thereunder, are and shall at all times continue to be subject, subordinate and inferior in all respects to the Senior Loan Documents and any Future Senior Mortgage and to the liens and security interests thereof and to all amendments, modifications, and replacements thereof, with the same force and effect as if the Senior Loan Documents, or if applicable, the Future Senior Mortgage, had been executed, delivered and recorded prior to the execution, delivery and recordation of the Holly Mortgage. This Agreement is not intended, and shall not be construed, to (i) subordinate the rights and interests of Holly under the Pipelines Agreement (including Holly’s right to quiet enjoyment under the Pipelines Agreement or any claims, remedies or damages that may be due or available to, or become due or available to, Holly under the Pipelines Agreement), or (ii) subordinate the Holly Mortgage to any mortgage, deed of trust, assignment, security agreement, financing statement or other security document, other than, with respect to clause (ii), the Senior Loan Documents and the Future Senior Mortgage. Nothing in this Agreement shall impair, as between HEP, Operating, Grantor or any other Partnership Entity (as defined in the Pipelines Agreement), on the one hand, and Holly, on the other hand, the obligations of HEP, Operating, Grantor and any such other Partnership Entity, which are absolute and unconditional, to perform the HEP Obligations in accordance with their terms.

          (b) Notwithstanding anything herein or in the Holly Mortgage to the contrary, Holly hereby acknowledges and agrees, and Grantor by its consent to this Agreement acknowledges and agrees, that (i) in the event that any of the terms or provisions of this Agreement conflict with any terms or provisions of the Holly Mortgage, the terms or provisions of this Agreement shall govern and control for all purposes; and (ii) without the written prior consent of the Administrative Agent or the beneficiary of any Future Senior Mortgage (together with the Credit Parties, the “Senior Beneficiaries”), neither Holly nor Grantor (nor any future owner of the Mortgaged Property) will amend, revise, supplement, replace, restate, or otherwise modify the Holly Mortgage if such amendment, revision, supplement, replacement, restatement or other modification would be materially adverse to the rights of any Senior Beneficiary.

     2. Relative Rights and Priorities. Subject to the provisions of Section 1, Section 3 and Section 4 hereof:

          (a) Until the Senior Secured Obligations have been indefeasibly paid in full, all commitments to extend credit under the Credit Agreement (or if applicable, any agreement governing obligations secured by a Future Senior Mortgage) have terminated, and all letters of credit issued thereunder have been terminated and returned (the “Senior Obligations Payment Date”), Holly will not (i) commence any foreclosure (whether a judicial foreclosure or non-

Attachment 1-3

judicial foreclosure) of the Holly Mortgage, (ii) accept a deed or assignment in lieu of foreclosure, (iii) otherwise exercise any of its rights or remedies under the Holly Mortgage, or (iv) take any Enforcement Action.

          (b) Holly agrees that, until the Senior Obligations Payment Date has occurred:

               (i) it will not take or cause to be taken any action, the purpose or effect of which is to make any Subordinated Lien pari passu with or senior to, or to give Holly any preference or priority relative to, the liens and security interests with respect to the Senior Secured Obligations;

               (ii) it will not oppose, object to, interfere with, hinder or delay, in any manner, whether by judicial proceedings (including without limitation the filing of an Insolvency Proceeding (as herein defined)) or otherwise, any foreclosure, sale, lease, exchange, transfer or other disposition of the Mortgaged Property (as defined in the Holly Mortgage and with the same meaning herein as therein defined) by any of the Senior Beneficiaries or any other Enforcement Action taken by or on behalf of any of the Senior Beneficiaries;

               (iii) it has no right to (a) direct any of the Senior Beneficiaries to exercise any right, remedy or power with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or any Future Senior Mortgage or (b) consent or object to the exercise by any of the Senior Beneficiaries of any right, remedy or power with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or any Future Senior Mortgage or to the timing or manner in which any such right is exercised or not exercised (or, to the extent they may have any such right described in this clause (iii), whether as a junior lien creditor or otherwise, they hereby irrevocably waive such right);

               (iv) it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any of the Senior Beneficiaries seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, and none of the Senior Beneficiaries shall be liable for any action taken or omitted to be taken by any of the Senior Beneficiaries with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or any Future Senior Mortgage; and

               (v) the Senior Beneficiaries shall have the prior right to collect and receive any and all proceeds which may be paid or distributed in respect of the Mortgaged Property in any Insolvency Proceeding or otherwise arising from any sale or other disposition of the Mortgaged Property.

          (c) Until the Senior Obligations Payment Date has occurred, Holly agrees that it shall not, in, or in connection with, any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case, that is inconsistent with the terms or spirit of, or intent of the parties with respect to, this Agreement, including, without limitation, with respect to the determination of any liens or claims held by any of the Senior Beneficiaries (including the validity and enforceability thereof) or the value of any claims of such parties under the United States Bankruptcy Code or otherwise; provided that Holly may file a proof of claim in an Insolvency

Attachment 1-4

Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations imposed hereby; provided further, that if no proof of claim is filed in any Insolvency Proceeding with respect to the HEP Obligations by the 10th day prior to the bar date for such proof of claim, the Senior Beneficiaries may (but shall have no duty or obligation to), after notice to Holly, file such proof of claim, provided that the foregoing shall not confer to any Senior Beneficiary the right to vote on behalf of Holly in any insolvency proceeding.

          (d) Until the Senior Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against the owner of the Mortgaged Property, any of the Senior Beneficiaries shall have the exclusive right to take and continue any Enforcement Action with respect to the Mortgaged Property, without any consultation with or consent of Holly. Upon the occurrence and during the continuance of a default or an event of default under the Senior Loan Documents or any Future Senior Mortgage, any of the Senior Beneficiaries may take and continue any Enforcement Action with respect to the Senior Secured Obligations and the Mortgaged Property in such order and manner as they may determine in their sole discretion.

          (e) To the extent required, Holly hereby consents to the liens and security interests created by the Senior Mortgages and any Future Senior Mortgage, and Holly shall not object to or contest, or support any other person or entity in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any lien or security interest in the Mortgaged Property granted in favor of any of the Senior Beneficiaries. Notwithstanding any failure by any of the Senior Beneficiaries or Holly or their respective representatives to perfect their liens in the Mortgaged Property or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the liens in the Mortgaged Property granted in favor of any of the Senior Beneficiaries or Holly, the priority and rights as between any of the Senior Beneficiaries and Holly and its representatives with respect to the Mortgaged Property shall be as set forth herein.

          As used in this Section 2, the following terms shall have the following meanings:

          “Enforcement Action” means any demand for payment or acceleration thereof, the bringing of any lawsuit or other proceeding, the exercise of any rights and remedies, directly or indirectly, with respect to any Mortgaged Property, any enforcement or foreclosure of any lien or security interest, any sale in lieu of foreclosure, the taking of possession, exercise of any offset, repossession, garnishment, sequestration or execution, any collection of any Mortgaged Property, any notice to account debtors on any Mortgaged Property or the commencement or prosecution of enforcement of any of the rights and remedies under the Senior Loan Documents or applicable law, including without limitation the exercise of any rights of set-off or recoupment, and the exercise of any rights or remedies of a secured creditor under the uniform commercial code of any applicable jurisdiction, under the United States Bankruptcy Code, as amended from time to time or otherwise; provided, that, neither the exercise or enforcement by Holly of its rights under the Pipelines Agreement, nor the filing of a proof of claim in an Insolvency Proceeding, shall constitute an Enforcement Action.

Attachment 1-5

          “Insolvency Proceeding” means any proceeding in respect of bankruptcy, insolvency, winding up, receivership, dissolution or assignment for the benefit of creditors, in each of the foregoing events whether under the United States Bankruptcy Code, as amended from time to time or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law.

          3. Recognition and Non-Disturbance of Holly Mortgage. If Administrative Agent, any other Credit Party or any other person (Administrative Agent, any other Credit Party or such other person being herein called a “Purchaser”) shall become the owner of any part of the Property by reason of the foreclosure (whether a judicial foreclosure or non-judicial foreclosure) of a Senior Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise (any of such being herein called a “Foreclosure Event”), then for so long as the Pipelines Agreement is in effect, the Purchaser shall (i) recognize the Holly Mortgage, and the Holly Mortgage shall not be terminated or affected thereby, but shall continue in full force and effect upon all of the terms, covenants and conditions set forth in the Holly Mortgage, and (ii) be bound by and subject to all of the terms, provisions, covenants and conditions of the Holly Mortgage; provided, that, the Holly Mortgage shall be subordinated to any Future Senior Mortgage, regardless of whether such Future Senior Mortgage is a direct replacement of an existing Senior Mortgage or Security Instrument, and any such Future Senior Mortgage shall be considered a “Senior Mortgage” for purposes of this Agreement and the Holly Mortgage. Administrative Agent shall not claim, or seek adjudication, that the Holly Mortgage has been terminated or otherwise adversely affected by any Foreclosure Event.

          4. Pipelines Agreement. Administrative Agent recognizes and confirms that the Pipelines Agreement, and the rights and interests of Holly thereunder, shall in no way be restricted, limited or otherwise affected by this Agreement, the Holly Mortgage, the Senior Mortgages, any Future Senior Mortgage, the Security Instruments or any liens or security interests thereof; provided, however, that, Holly agrees that nothing in the Pipelines Agreement shall (a) prevent any Purchaser or subsequent purchaser from owning or operating the Mortgaged Property, so long as such Purchaser or subsequent purchaser shall have assumed, and be in compliance with, the Partnership Entities’ (as defined in the Pipelines Agreement) obligations under the Pipelines Agreement and shall have executed an “SNDA” as defined in, and in accordance with, Article 6 of the Holly Mortgage, or (b) be deemed to invalidate or require the release of any Senior Beneficiary’s liens in the Mortgaged Property in connection with the exercise by Holly of a purchase option under the Pipelines Agreement or otherwise. Holly shall not amend, modify or supplement the Pipelines Agreement without the prior written consent of the Majority Banks (as defined in the Credit Agreement); provided, that, such amendments, modifications or supplements may be made without the consent of the Majority Banks if such amendments, modifications or supplements (i) individually or in the aggregate, are not materially adverse to the rights of the Administrative Agent or the Financial Institutions, and (ii) individually or in the aggregate, do not materially decrease the economic benefit that Operating would have otherwise received pursuant to such agreement. Administrative Agent, both for itself and for any Purchaser, further agrees that upon any Foreclosure Event, the Pipelines Agreement shall not be terminated or affected thereby, nor shall Holly’s right to ship or store petroleum products through the pipelines or in the terminals, respectively, constituting a portion of the Property in accordance with the provisions of the Pipelines Agreement (or any other rights of Holly under the Pipelines Agreement) be affected or disturbed because of the Foreclosure

Attachment 1-6

Event, but rather the Pipelines Agreement shall continue in full force and effect as direct obligations between the Purchaser and Holly, upon all of the terms, covenants and conditions set forth in the Pipelines Agreement. Neither Administrative Agent nor any Purchaser shall claim, or seek adjudication, that the Pipelines Agreement has been terminated or otherwise adversely affected by any Foreclosure Event. Notwithstanding the foregoing, in the event that the Pipelines Agreement is rejected in bankruptcy or is otherwise terminated, the Purchaser shall, promptly upon request by Holly, enter into a Pipelines Agreement with Holly on substantially the same terms (and with tariffs and minimum volumes commensurate with those then applicable under the Pipelines Agreement) and conditions as the rejected or terminated Pipelines Agreement, but having a term commencing on the date on which Purchaser acquired title to any portion of the Property. The immediately preceding sentence shall be deemed to be a covenant running with the land and shall be binding on any person or entity that acquires title to all or party of the Property by, through or under a Senior Mortgage.

          5. Attornment With Respect to the Pipelines Agreement. Upon the occurrence of any Foreclosure Event, Holly shall attorn to the Purchaser, the Purchaser shall accept such attornment, and the Purchaser and Holly shall be bound to each other under all of the terms, provisions, covenants and conditions of the Pipelines Agreement; provided, that, except for Holly’s express rights and remedies under the Pipelines Agreement, in no event shall the Purchaser be liable for any act, omission, default, misrepresentation, or breach of warranty of HEP, Grantor or any other Partnership Entity (as defined in the Pipelines Agreement) (or any owner of the Mortgaged Property prior to such Purchaser) or obligations accruing prior to Purchaser’s actual ownership of the Property. The provisions of this Agreement regarding attornment by Holly shall be self-operative and effective without the necessity of execution of any new document on the part of any party hereto or the respective heirs, legal representatives, successors or assigns of any such party. Holly agrees, however, to execute and deliver upon the request of Purchaser, any instrument or certificate which in the reasonable judgment of Purchaser may be necessary or appropriate to evidence such attornment.

          6. Estoppel Certificate. Holly agrees to execute and deliver from time to time, upon the request of any of the Senior Beneficiaries, a certificate regarding the status of the Pipelines Agreement, consisting of statements, if true (or if not, specifying why not), (a) that the Pipelines Agreement is in full force and effect, (b) the date through which payments have been paid, (c) the date of the commencement of the term of the Pipelines Agreement, (d) the nature of any amendments or modifications of the Pipelines Agreement, (e) to Holly’s actual knowledge without investigation, no default, or state of facts which with the passage of time or notice (or both) would constitute a default, exists under the Pipelines Agreement, (f) to Holly’s actual knowledge without investigation, no setoffs, recoupments, estoppels, claims or counterclaims exist against HEP or any other Partnership Entity (as defined in the Pipelines Agreement) under the Pipelines Agreement, and (g) such other factual matters as may be reasonably requested.

          7. [Intentionally Omitted].

          8. Reliance on Notices. Grantor agrees that Holly may rely upon any and all notices from Administrative Agent or any Purchaser, even if such conflict with notices from Grantor.

Attachment 1-7

          9. Notices. All notices, consents and other communications pursuant to the provisions of this Agreement shall be in writing and shall be sent by (a) registered or certified mail, postage prepaid, return receipt requested, (b) nationally recognized overnight delivery service, or (c) telecopier, addressed as follows:

If to Administrative Agent:	Union Bank of California, N.A.
	445 South Figueroa Street, 15th Floor
	Los Angeles, California 90071
	Attention: Sean Murphy
	Telecopy: (213) 236-6823
If to Holly:	Holly Corporation
	100 Crescent Court, Suite 1600
	Dallas, Texas 75201-6927
	Attention: General Counsel
	Telecopy: (214) 871-3523

Notice sent by registered or certified mail, postage prepaid, return receipt requested, shall be deemed given and received on the third Business Day (hereinafter defined) after being deposited in the United States mail, notice sent by nationally recognized overnight delivery service shall be deemed given in conformity with this paragraph and received on the first Business Day after being deposited with such delivery service, and notice given by telecopier shall be deemed given and received upon actual receipt if received during the recipient’s normal business hours or at the beginning of the recipient’s next Business Day after receipt if not received during the recipient’s normal business hours. Each party may designate a change of address by notice to the other party. “Business Day” means a day upon which commercial banks are not authorized or required by law to close in Dallas, Texas.

     10. Binding Effect. This Agreement shall be binding upon Administrative Agent, Holly and any Purchaser and inure to the benefit of the Senior Beneficiaries and Holly and their respective successors and assigns. Grantor has assigned to Administrative Agent its rights hereunder, and the Partnership Entities (as defined in the Pipelines Agreement) have assigned to Administrative Agent their rights under the Pipelines Agreement by way of a collateral assignment. The parties agree that any person that shall become the owner of any of the rights of Grantor hereunder, or any of the rights of such Partnership Entities under the Pipelines Agreement by reason of foreclosure (whether a judicial foreclosure or non-judicial foreclosure and including, without limitation, Administrative Agent) or the acceptance of a deed or assignment in lieu of foreclosure or otherwise shall (a) have the same rights as Grantor hereunder, and such Partnership Entities under the Pipelines Agreement, including, without limitation, under this Section 10, and (b) be bound by and subject to all of the terms, provisions, covenants and conditions of this Agreement.

     11. General Definitions. The term “Administrative Agent” as used herein shall include the successors and assigns of Administrative Agent. The term “HEP” as used herein shall include the successors and assigns of HEP under the Pipelines Agreement, but shall not mean or include Administrative Agent. The term “Property” as used herein shall mean the Property, the improvements now or hereafter located thereon and the estates therein encumbered

Attachment 1-8

by the Senior Mortgages. The term “Holly” as used herein shall include the successors and assigns of Holly hereunder and under the Pipelines Agreement including, without limitation, any Holly Successor.

     12. Modifications. This Agreement may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto.

     13. Governing Law. This Agreement shall be governed by and construed under the laws of the State in which the Property is located.

     14. Duplicate Originals; Counterparts. This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of such together shall constitute a single Agreement.

     15. Further Assurances. Without unreasonable delay and to the extent requested by HEP, subject to Section 4 hereof and Article 6 of the Holly Mortgage, Holly will enter into new Subordination, Non-Disturbance and Attornment Agreements, if necessary or advisable, to facilitate the extension, amendment, supplement, restatement, replacement or refinancing of the indebtedness under the Credit Agreement.

[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

Attachment 1-9

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

ADMINISTRATIVE AGENT:
	UNION BANK OF CALIFORNIA, N.A., as Administrative Agent
	By:
		Name:
		Title:
	HOLLY: HOLLY CORPORATION
	By:
		Bruce R. Shaw
		Senior Vice President and Chief Financial Officer

Attachment 1-10

GRANTOR’S CONSENT

     The undersigned hereby consents to the foregoing Subordination, Non-Disturbance and Attornment Agreement and, without limitation, agrees to the provisions of Section 1 thereof.

HEP PIPELINE, L.L.C.
By:	HOLLY ENERGY PARTNERS — OPERATING, L.P., its Sole Member
By:
	David G. Blair,
	Senior Vice President

Attachment 1-11

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     THIS INSTRUMENT was acknowledged before me on                     , 2008 by                     ,                                          of Union Bank of California, N.A., a national banking association, as Administrative Agent, on behalf of such banking association.

My Commission Expires
	Notary Public in and for the State of Texas
	Printed Name of Notary

Attachment 1-12

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     THIS INSTRUMENT was acknowledged before me on                     , 2008 by Bruce R. Shaw, Senior Vice President and Chief Financial Officer of Holly Corporation, a Delaware corporation , on behalf of such corporation.

My Commission Expires
	Notary Public in and for the State of Texas
	Printed Name of Notary

Attachment 1-13

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     This instrument was acknowledged before me on                     , 2008, by David G. Blair, Senior Vice President of Holly Energy Partners — Operating, L.P., a Delaware limited partnership, sole member of HEP Pipeline, L.L.C., a Delaware limited liability company, on behalf of said limited liability company and limited partnership.

My Commission Expires
	Notary Public in and for the State of Texas
	Printed Name of Notary

Attachment 1-14

EXHIBIT A

PIPELINE FEE LAND

     None.

Attachment 1-15

EXHIBIT B

PIPELINE LEASES

Roswell Terminal (Leased) Chaves County, New Mexico

State	County	Original Grantor	Original Grantee	Document Type	Document Date	Recording Date	Book / Page
New Mexico	Chaves	City of Roswell, New Mexico	Navajo Refining Company, Inc.	Lease Agreement	9/14/2006	1/29/2007	557 / 230

Attachment 1-16

EXHIBIT C

PIPELINE EASEMENTS

Roswell Jet Fuel Pipeline Chaves County, New Mexico

State	County	Original Grantor	Original Grantee	Document Type	Document Date	Recording Date	Book / Page
New Mexico	Chaves	Chaves County Commissioners	Aztec Pipe Line Company	Permit	6/28/1960		Blanket Permit
New Mexico	Chaves	New Mexico State Highway Department	Aztec Pipe Line Company	Permit	8/5/1960		St. Hwy. 351 (Parallels)
New Mexico	Chaves	New Mexico State Highway Department	Aztec Pipe Line Company	Permit			St. Hwy. 438
New Mexico	Chaves	Alma B. Ingram, et al	Navajo Refining Company	ROW	6/20/1998	10/13/1998 7/9/1998 6/24/1998 6/30/1998 7/01/1998	332 / 1129 322 / 963 322 / 959 330 / 220 322 / 965
New Mexico	Chaves	Clarence M. Pearson and Ruth B. Pearson	Aztec Pipe Line Company	ROW	6/10/1960	7/6/1960	76 / 176
New Mexico	Chaves	Rances Reames and Eudune L. Reames, et al	Aztec Pipe Line Company	ROW	6/13/1960	11/14/1960	78 / 247
New Mexico	Chaves	Bureau of Land Management	Continental Pipe Line Company	ROW	6/24/1960		NM-01107906
New Mexico	Chaves	Gretchen McClure	Aztec Pipe Line Company	ROW	6/20/1960	7/8/1960	76 / 189
New Mexico	Chaves	J. L. Moots	Aztec Pipe Line Company	ROW	6/8/1960	7/6/1960	76 / 174
New Mexico	Chaves	Charles S. Carpenter and Lucy E. Carpenter	Aztec Pipe Line Company	ROW	6/16/1960	7/6/1960	76 / 170
New Mexico	Chaves	Ida Westberry	Aztec Pipe Line Company	ROW	6/2/1960	6/20/1960	76 / 45
New Mexico	Chaves	S. P. Johnson, Jr. and Geraldine O. Johnson	Aztec Pipe Line Company	ROW	5/30/1960	6/20/1960	76 / 23

Attachment 1-17

State	County	Original Grantor	Original Grantee	Document Type	Document Date	Recording Date	Book / Page
New Mexico	Chaves	J. L. Colborn and Ruth W. Colborn, et al	Aztec Pipe Line Company	ROW	5/19/1960	6/6/1960	76 / 167
New Mexico	Chaves	Joe Mitchell, a widower, J.T. Mitchell and Ollidean Mitchell, his wife	Aztec Pipe Line Company	ROW	5/27/1960	6/20/1960	76 / 27
New Mexico	Chaves	Charles E. Neff and Betty Jo Neff, his wife	Aztec Pipe Line Company	ROW	5/25/1960	6/20/1960	76 / 29
New Mexico	Chaves	State of New Mexico	Continental Pipe Line Company	ROW	12/27/1960		Ottowa Rd.
New Mexico	Chaves	Victor D. Weldon and Effiebell Weldon, his wife	Aztec Pipe Line Company	ROW	6/17/1960	7/8/1960	76 / 191
New Mexico	Chaves	Carl Pollock Caldwell and Juanita J. Caldwell	Aztec Pipe Line Company	ROW	5/24/1960	6/20/1960	76 / 5
New Mexico	Chaves	C. V. Hoke and Nanette M. Hoke, his wife	Aztec Pipe Line Company	ROW	5/24/1960	6/20/1960	76 / 21
New Mexico	Chaves	Thurman A. Gregory and Lois Marie Gregory	Aztec Pipe Line Company	ROW	5/25/1960	6/20/1960	76 / 17
New Mexico	Chaves	Joseph Windham and Anna Windham, his wife	Aztec Pipe Line Company	ROW	5/27/1960	6/20/1960	76 / 49
New Mexico	Chaves	W. F. Kerr and Ira Kerr, his wife	Aztec Pipe Line Company	ROW	5/25/1960	6/20/1960	76 / 25
New Mexico	Chaves	E. H. Ratmeyer and Elizabeth D. Ratmeyer, his wife	Aztec Pipe Line Company	ROW	6/7/1960	6/20/1960	76 / 37
New Mexico	Chaves	Rose M. Dennis and Kirk G. Dennis, her husband	Aztec Pipe Line Company	ROW	6/4/1960	6/20/1960	76 / 9
New Mexico	Chaves	Terraceia Blinks and Grant Blinks, her husband	Aztec Pipe Line Company	ROW	5/23/1960	6/17/1960	76 / 1

Attachment 1-18

State	County	Original Grantor	Original Grantee	Document Type	Document Date	Recording Date	Book / Page
New Mexico	Chaves	Mary E. Thaman, a widow	Aztec Pipe Line Company	ROW	5/6/1960	6/20/1960	76 / 41
New Mexico	Chaves	C. M. Payne and Ann T. Payne	Aztec Pipe Line Company	ROW	5/31/1960	6/20/1960	76 / 33
New Mexico	Chaves	E. Leonard Clayton and Tinnie Raymond Clayton	Aztec Pipe Line Company	ROW	6/1/1960	6/20/1960	76 / 7
New Mexico	Chaves	Hobart D. Hoy	Navajo Refining Company	ROW	10/12/1990	10/15/1990	92 / 971
New Mexico	Chaves	Irl R. Wolf, Jr., and Ursula Wolf, his wife	Aztec Pipe Line Company	ROW	5/21/1960	6/20/1960	76 / 47
New Mexico	Chaves	Monte Goodin and Nora Goodin, his wife	Aztec Pipe Line Company	ROW	5/27/1960	6/20/1960	76 / 13
New Mexico	Chaves	James I. Grassie and Bonnie Grassie, his wife	Aztec Pipe Line Company	ROW	5/25/1960	6/20/1960	76 / 15
New Mexico	Chaves	Connie W. Muesse	Aztec Pipe Line Company	ROW	6/11/1960	7/14/1960	76 / 229
New Mexico	Chaves	Staton D. Wooldridge, a single man, et al	Aztec Pipe Line Company	ROW	5/26/1960	6/29/1960	76 / 51
New Mexico	Chaves	Clarence Ray Owen and Clara Jean Owen, his wife	Aztec Pipe Line Company	ROW	5/28/1960	6/20/1960	76 / 31
New Mexico	Chaves	Harrison L. Stires and Bertha Stires, his wife	Aztec Pipe Line Company	ROW	6/28/1960	8/2/1960	76 / 386
New Mexico	Chaves	Anthony M. Faby	Navajo Refining Company	ROW	1/7/1991	1/22/1991	98 / 447
New Mexico	Chaves	John W. Thompson and Almaryne Thompson, his wife	Aztec Pipe Line Company	ROW	5/30/1960	6/20/1960	76 / 43
New Mexico	Chaves	Marybell Brooks Dillon and Fay Brooks McMurry	Aztec Pipe Line Company	ROW	6/6/1960	7/6/1960	76 / 172

Attachment 1-19

State	County	Original Grantor	Original Grantee	Document Type	Document Date	Recording Date	Book / Page
New Mexico	Chaves	Elton Hamill, Executor	Aztec Pipe Line Company	ROW	6/1/1960	6/20/1960	76 / 19
New Mexico	Chaves	John Allen Phinizy and Joyce J. Phinizy, his wife	Aztec Pipe Line Company	ROW	6/8/1960	7/6/1960	76 / 178
New Mexico	Chaves	Cynthia Bull, et al	Aztec Pipe Line Company	ROW	5/31/1960	6/20/1960	76 / 3
New Mexico	Chaves	L.E. Everman and Elizabeth Everman, his wife et al	Aztec Pipe Line Company	ROW	6/1/1960	6/20/1960	76 / 11
New Mexico	Chaves	City of Roswell, a municipal coporation	Navajo Refining Company	ROW	10/12/1990	10/15/1990	92 / 944
New Mexico	Chaves	City of Roswell, a municipal coporation	Navajo Refining Co., Inc.	Permit	3/14/1996		Industrial Air Center
New Mexico	Chaves	Eulis S. & Fern Rowden	Navajo Refining Company	ROW	10/9/1990	10/15/1990	92 / 946

Attachment 1-20

EXHIBIT D

PIPELINE IMPROVEMENTS

• A four-inch, 36 mile line running from Artesia, Eddy County, New Mexico, to Roswell, Chaves County, New Mexico;

• the following three tanks, all of which are located in Roswell, Chaves County, New Mexico:

• Tank 1216;

• Tank 1218; and

• Tank 1219.

Attachment 1-21

EXHIBIT E

PIPELINE CONTRACTS

None.

Attachment 1-22

EXHIBIT F

PIPELINE PERMITS

To the extent assignable, all permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals now or hereafter granted by any Governmental Entity to Grantor or its predecessors in interest pertaining solely to the ownership or operation of the Pipelines.

Attachment 1-23

EXHIBIT G

PIPELINES

A four-inch, 36 mile line running from Artesia, Eddy County, New Mexico, to Roswell, Chaves County, New Mexico.

Attachment 1-24

EX-10.5

PREPARED BY AND WHEN RECORDED RETURN TO:

Holly Corporation
100 Crescent Court, Suite 1600 Dallas, Texas 75201-6927 Attn: General Counsel NOTICE OF CONFIDENTIALITY RIGHTS: If you are a natural person, you may remove or strike any or all of the following information from this instrument in the public records: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.

MORTGAGE AND DEED OF TRUST
(WITH SECURITY AGREEMENT AND FINANCING STATEMENT)

BY

HEP PIPELINE, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY,
AS GRANTOR

TO

CHRISTOPHER J. DEWAR,
AS TRUSTEE

FOR THE BENEFIT OF

HOLLY CORPORATION,
A DELAWARE CORPORATION
AS BENEFICIARY

DATED EFFECTIVE AS OF FEBRUARY 29, 2008

THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A TRANSMITTING UTILITY.

THIS INSTRUMENT COVERS GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN AND IS TO BE FILED FOR RECORD IN THE RECORDS WHERE MORTGAGES ON REAL ESTATE ARE RECORDED. ADDITIONALLY, THIS INSTRUMENT SHOULD BE APPROPRIATELY INDEXED, NOT ONLY AS A MORTGAGE, BUT ALSO AS A FINANCING STATEMENT COVERING GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN. THE MAILING ADDRESSES OF THE GRANTOR (DEBTOR) AND BENEFICIARY (BENEFICIARY) ARE SET FORTH IN THIS INSTRUMENT.

MORTGAGE AND DEED OF TRUST
(WITH SECURITY AGREEMENT AND FINANCING STATEMENT)

     This MORTGAGE AND DEED OF TRUST (WITH SECURITY AGREEMENT AND FINANCING STATEMENT) (hereinafter referred to as this “Deed of Trust”), is entered into effective as of the 29th day of February, 2008, by HEP PIPELINE, L.L.C., a Delaware limited liability company (hereinafter referred to as “Grantor”), a subsidiary of Holly Energy Partners, L.P., a Delaware limited partnership (“HEP”), whose address for notice hereunder is at 100 Crescent Court, Suite 1600, Dallas, Texas 75201-6927, Attention: General Counsel, facsimile number (214) 871-3523, to Christopher J. Dewar, Trustee (hereinafter referred to in such capacity as “Trustee”), whose address is 2001 Ross Avenue, Suite 3700, Dallas, Texas 75201, for the benefit of the herein below defined Beneficiary.

WITNESSETH:

ARTICLE 1

DEFINITIONS

1.1	Definitions. As used herein, the following terms shall have the following meanings:
	(a) Affiliate: 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 shares or the equivalent and elected directors, managers or Persons performing similar functions, the ownership of or power to vote, directly or indirectly, shares or the equivalent representing more than 50% of the power to vote in the election of directors, managers or Persons performing similar functions, (ii) ownership of more than 50% 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.
	(b) Beneficiary: Holly Corporation, a Delaware corporation whose address for notice hereunder is 100 Crescent Court, Suite 1600, Dallas, Texas 75201-6927, Attention: General Counsel.
	(c) Contracts: The Pipeline Contracts.
	(d) Deed of Trust: Shall have the meaning set forth in the introductory paragraph hereof.
	(e) Easements: The Pipeline Easements.
	(f) Event of Default: Any happening or occurrence described in Article 7 of this Deed of Trust.
	(g) Fixtures: All materials, supplies, equipment, apparatus and other items now or hereafter acquired by Grantor and now or hereafter attached to, installed in or used in

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connection with (temporarily or permanently) the Real Property or the Pipelines, together with all accessions, replacements, betterments and substitutions for any of the foregoing and the proceeds thereof.

(h) Governmental Entity: Any court, governmental department, commission, council, board, bureau, agency or other judicial, administrative, regulatory, legislative or other instrumentality of the United States of America or any foreign country, or any state, county, municipality or local governmental body or political subdivision or any such other foreign country.

(i) Grantor: The above defined Grantor, whether one or more, and any and all subsequent owners of the Mortgaged Property or any part thereof.

(j) Impositions: All real estate and personal property taxes; water, gas, sewer, electricity and other utility rates and charges; charges for any easement, license or agreement maintained for the benefit of the Mortgaged Property; and all other taxes, charges and assessments and any interest, costs or penalties with respect thereto, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which at any time prior to or after the execution hereof may be assessed, levied or imposed upon the Mortgaged Property or the ownership, use, occupancy or enjoyment thereof.

(k) Improvements: The Pipeline Improvements.

(l) Leases: Any and all leases, subleases, licenses, concessions or other agreements (written or verbal, now or hereafter in effect) which grant a possessory interest in and to, or the right to use, the Mortgaged Property, and all other agreements, such as utility contracts, maintenance agreements and service contracts, which in any way relate to the use, occupancy, operation, maintenance, enjoyment or ownership of the Mortgaged Property, save and except any and all leases, subleases or other agreements pursuant to which Grantor is granted a possessory interest in the Real Property.

(m) Legal Requirements: (i) Any and all laws, statutes, codes, rules, regulations, ordinances, judgments, orders, writs, decrees, requirements or determinations of any Governmental Entity, and (ii) to the extent not covered by clause (i) immediately above, any and all requirements of permits, licenses, certificates, authorizations, concessions, franchises or other approvals granted by any Governmental Entity.

(n) Mortgaged Property: The Pipeline Assets, together with:

(i) all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances in anywise appertaining thereto, and all right, title and interest of Grantor in and to any streets, ways, alleys, strips or gores of land adjoining the Real Property or any part thereof; and

(ii) all betterments, additions, alterations, appurtenances, substitutions, replacements and revisions thereof and thereto and all reversions and remainders therein; and

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(iii) all other property and rights of Grantor of every kind and character to the extent specifically relating to and used or to be used solely in connection with the foregoing property, and all proceeds and products of any of the foregoing.

As used in this Deed of Trust, the term “Mortgaged Property” shall be expressly defined as meaning all or, where the context permits or requires, any portion of the above, and all or, where the context permits or requires, any interest therein. Notwithstanding anything to the contrary herein, in no event shall the term “Mortgaged Property” include any Product owned by third parties that may be shipped through or stored at or in any of the Mortgaged Property.

(o) Obligations: Shall have the meaning given such term in Section 2.1.

(p)Permits: The Pipeline Permits.

(q) Permitted Encumbrances: Any of the following matters:

(i) any (A) inchoate liens, security interests or similar charges constituting or securing the payment of expenses which were incurred incidental to the ownership and operation of the Pipelines (collectively, the “Operations”) or the operation, storage, transportation, shipment, handling, repair, construction, improvement or maintenance of the Mortgaged Property, and (B) materialman’s, mechanics’, repairman’s, employees’, contractors’, operators’, warehousemen’s, barge or ship owner’s and carriers’ liens or other similar liens, security interests or charges for liquidated amounts arising in the ordinary course of business incidental to the conduct of the Operations or the ownership and operation of the Mortgaged Property, securing amounts the payment of which is not delinquent and that will be paid in the ordinary course of business or, if delinquent, that are being contested in good faith with any action or proceeding to foreclose or attach any of the Mortgaged Property on account thereof properly stayed; (ii) any liens or security interests for Taxes not yet delinquent or, if delinquent, that are being contested in good faith in the ordinary course of business with any action or proceeding to foreclose or attach any of the Mortgaged Property on account thereof properly stayed; (iii) any liens or security interests reserved in leases, rights of way or other real property interests for rental or for compliance with the terms of such leases, rights of way or other real property interests, provided payment of the debt secured is not delinquent or, if delinquent, is being contested in good faith in the ordinary course of business with any action or proceeding to foreclose or attach any of the Mortgaged Property on account thereof properly stayed; (iv) all prior reservations of minerals in and under or that may be produced from any of the lands constituting part of the Mortgaged Property or on which any part of the Mortgaged Property is located; (v) all liens (other than liens for borrowed money), security interests, charges, easements, restrictive covenants, encumbrances, contracts, instruments, obligations, discrepancies, conflicts, shortages in area or boundary lines, encroachments or protrusions, or overlapping of improvements, defects, irregularities and other matters affecting or encumbering title to the Mortgaged Property which individually or in the

3

aggregate are not such as to unreasonably or materially interfere with or prevent any material operations conducted on the Mortgaged Property; (vi) rights reserved to or vested in any Governmental Entity to control or regulate any of the Mortgaged Property or the Operations and all Legal Requirements of such authorities, including any building or zoning ordinances and all environmental laws; (vii) any contract, easement, instrument, lien, security instrument, permit, amendment, extension or other matter entered into by a party in accordance with the terms of the Purchase Agreement (as defined in the Pipelines Agreement) or in compliance with the approvals or directives of the other party made pursuant to such Purchase Agreement; (viii) all Post-Closing Consents (as defined in the Purchase Agreement); (ix) defects in the early chain of the title consisting of the mere failure to recite marital status in a document or omissions of successions of heirship proceedings, unless such failure or omission results in another Person’s superior claim of title to the Pipeline Easements or relevant portion thereof; (x) any assertion of a defect based on a lack of a survey with respect to the Pipelines; (xi) any title defect affecting (or the termination or expiration of) any easement, right of way, leasehold interest or fee interest affecting property over which the Pipelines pass which has been replaced prior to the date of this Deed of Trust by an easement, right of way, leasehold interest or fee interest covering substantially the same land or the portion thereof used by Beneficiary or its Affiliates; and (xii) all Senior Liens.

(r) Person: An individual, a corporation, a partnership, a limited liability company, an association, a trust, or any other entity or organization, including, without limitation, any Governmental Entity.

(s) Personalty: The Pipeline Equipment, and all other personal property (other than the Fixtures) and intangible assets of any kind or character as defined in and subject to the provisions of the Uniform Commercial Code Article 9 — Secured Transactions, as the same is codified and in effect in Texas, which are now or hereafter located or to be located upon, within or about the Real Property, or which are or may be used in or related to the planning, development, financing or operation of the Mortgaged Property, together with all accessories, replacements and substitutions thereto or therefor and the proceeds thereof.

(t) Pipeline Assets: All of the following assets, properties and rights, whether real, personal or mixed, which are owned or held for use by Grantor solely in connection with the ownership or operation of those certain pipelines described on Exhibit G (the “Pipelines”):

(i) All parcels of fee simple real property now or hereafter owned by Grantor on which any part of the Pipelines are located including, without limitation, the property held in fee by Grantor described on Exhibit A, if any (collectively, the “Pipeline Fee Land”);

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(ii) All leases of real property now or hereafter entered into or acquired by Grantor on which all or a part of the Pipelines are located, including, without limitation, the leases described on Exhibit B, if any (the “Pipeline Leases”);

(iii) All easements, rights-of-way, property use agreements, line rights and real property licenses (including right-of-way permits from railroads and road crossing permits or other right-of-way permits from Governmental Entities) required to operate the Pipelines now or hereafter entered into or acquired by Grantor, including, without limitation, the easements, rights-of-way, property use agreements, line rights and real property licenses described on Exhibit C (the “Pipeline Easements”);

(iv) All structures, fixtures and appurtenances (A) located on the Pipeline Fee Land, (B) located on the land subject to the Pipeline Leases, or (C) located within the Pipeline Easements, and now or hereafter owned by Grantor, including, without limitation, any buildings, pipelines, pumping facilities, refinery tanks, crude oil tanks and crude oil pipeline tanks described on Exhibit D (collectively, the “Pipeline Improvements”);

(v) To the extent same do not constitute Pipeline Improvements, any and all fittings, cathodic protection ground beds, rectifiers, other cathodic or electric protection devices, tanks, machinery, engines, pipes, pipelines, valves, valve boxes, connections, gates, scraper trap extenders, telecommunication facilities and equipment (including microwave and other transmission towers), lines, wires, computer hardware, fixed or mobile machinery and equipment, vehicle refueling tanks, pumps, heating and non-pipeline pumping stations, fittings, tools, furniture and metering equipment now owned or hereafter acquired by Grantor (the “Pipeline Equipment”);

(vi) The contracts, agreements, leases and other legally binding rights and obligations of Grantor described on Exhibit E, if any, but excluding those contracts and agreements constituting Pipeline Leases and Pipeline Easements (the “Pipeline Contracts”);

(vii) Intellectual property rights and related computer software;

(viii) All permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals now or hereafter granted by any Governmental Entity to Grantor or its predecessors in interest pertaining solely to the ownership or operation of the Pipelines, including, without limitation, those permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals described on Exhibit F, in each case to the extent the same are assignable (the “Pipeline Permits”); and

(ix) All records and documents now or hereafter acquired by Grantor relating solely to the ownership, condition or operation of the Pipeline Assets (the “Pipeline Records”).

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(u) Pipeline Contracts: Shall have the meaning set forth in subsection (vi) of the definition of Pipeline Assets.

(v) Pipeline Easements: Shall have the meaning set forth in subsection (iii) of the definition of Pipeline Assets.

(w) Pipeline Equipment: Shall have the meaning set forth in subsection (v) of the definition of Pipeline Assets.

(x) Pipeline Fee Land: Shall have the meaning set forth in subsection (i) of the definition of Pipeline Assets.

(y) Pipeline Improvements: Shall have the meaning set forth in subsection (iv) of the definition of Pipeline Assets.

(z) Pipeline Leases: Shall have the meaning set forth in subsection (ii) of the definition of Pipeline Assets.

(aa) Pipeline Permits: Shall have the meaning set forth in subsection (viii) of the definition of Pipeline Assets.

(bb) Pipeline Real Property: Collectively, the Pipeline Fee Land, the Pipeline Leases, the Pipeline Improvements and the Pipeline Easements.

(cc) Pipeline Records: Shall have the meaning set forth in subsection (ix) of the definition of Pipeline Assets.

(dd) Pipelines: Shall have the meaning set forth in the first paragraph of the definition of Pipeline Assets.

(ee) Pipelines Agreement: That certain Pipelines and Tankage Agreement dated effective as of February 29, 2008, by and among Beneficiary, Navajo Pipeline Co., L.P., a Delaware limited partnership, Navajo Refining Company, L.L.C., a Delaware limited liability company, Woods Cross Refining Company, L.L.C., a Delaware limited liability company, HEP, Holly Energy Partners—Operating, L.P., a Delaware limited partnership, Grantor and HEP Woods Cross, L.L.C., a Delaware limited liability company.

(ff) Product: Crude oil, gas oil, diesel, kerosene, casinghead, naphtha, normal butane and isobutane transported through the Pipelines.

(gg) Purchase Agreement: That certain Purchase and Sale Agreement dated effective as of February 29, 2008 by and among Beneficiary, Navajo Pipeline Co., L.P., a Delaware limited partnership, Woods Cross Refining Company, L.L.C., a Delaware limited liability company, Navajo Refining Company, L.L.C., a Delaware limited liability company, HEP, Holly Energy Partners — Operating, L.P., a Delaware limited partnership, HEP Woods Cross, L.L.C., a Delaware limited liability company, and Grantor.

6

(hh) Real Property: The Pipeline Real Property.

(ii) Security Documents: This Deed of Trust and any and all other documents now or hereafter executed by Grantor or any other Person to evidence or secure the performance of the Obligations.

(jj) Senior Bank Liens: Collectively, (i) each lien and security interest in all or any portion of the Mortgaged Property heretofor or hereafter granted by Grantor or its Affiliates under the Senior Credit Agreement, and (ii) each lien and security interest in all or any portion of the Mortgaged Property hereafter granted by any Person who acquires an interest in all or any portion of the Mortgaged Property securing senior debt of such Person.

(kk) Senior Credit Agreement: That certain Amended and Restated Credit Agreement dated as of August 27, 2007 (as extended, amended, supplemented, restated, replaced or refinanced in whole or in part, from time to time) among Holly Energy Partners — Operating, L.P., a Delaware limited partnership, the banks party thereto from time to time, and Union Bank of California, N.A., in its capacity as administrative agent (or any assignee of or successor to such administrative agent).

(ll) Senior Lien: Collectively, the Senior Bank Liens and each other lien and security interest as to which the lien and security interest granted pursuant to this Deed of Trust shall be subordinated thereto pursuant to the terms of a Subordination, Non-Disturbance and Attornment Agreement in substantially the form of Attachment 1 hereto executed by the Beneficiary and the holder of such lien and security interest and recorded in the Official Public Records of Real Property of Gaines County, Texas.

(mm) Taxes: Any and all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, leases, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, or assessments.

ARTICLE 2

GRANT

2.1 Grant. To secure and enforce the prompt performance and compliance by the Partnership Entities (as defined in the Pipelines Agreement) of all obligations set forth for such Persons in Section 2(f), Section 7, and Section 11(b) of the Pipelines Agreement, plus all claims (as such term is defined in the Bankruptcy Code) of or damages owed to the Beneficiary against the Partnership Entities and/or the Mortgaged Property resulting from any rejection of the Pipelines Agreement by any such Person in any bankruptcy or insolvency proceeding involving any Partnership Entity, and any reasonable costs and expenses (including, but not limited to, attorneys’ and experts’ fees and court costs) incurred by Beneficiary in enforcing and exercising its rights hereunder (collectively, the “Obligations”), Grantor has GRANTED, BARGAINED, SOLD and CONVEYED, and

7

by these presents does GRANT, BARGAIN, SELL and CONVEY, unto Trustee the Mortgaged Property, subject, however, to the Permitted Encumbrances, TO HAVE AND TO HOLD the Mortgaged Property unto Trustee, forever, and Grantor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Trustee against every Person whomsoever lawfully claiming or to claim the same or any part thereof other than against any holder of any Senior Lien; provided, however, that this grant shall terminate upon the full performance and discharge of all of the Obligations and in accordance with the other terms set forth herein.

2.2 Maximum Secured Indebtedness. THE OUTSTANDING INDEBTEDNESS SECURED BY PROPERTY LOCATED IN TEXAS SHALL NOT AT ANY ONE TIME EXCEED THE AGGREGATE MAXIMUM AMOUNT OF $225,000,000, WHICH SHALL CONSTITUTE THE MAXIMUM AMOUNT AT ANY TIME SECURED HEREBY.

ARTICLE 3

WARRANTIES AND REPRESENTATIONS

Grantor hereby unconditionally warrants and represents to Beneficiary as follows:

3.1	Organization and Power. Grantor (a) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has complied with all conditions prerequisite to its doing business in the State of Texas and (b) has all requisite power and all governmental certificates of authority, licenses, permits, qualifications and documentation to own, lease and operate its properties and to carry on its business as now being, and as proposed to be, conducted.
3.2	Validity of Security Documents. The execution, delivery and performance by Grantor of the Security Documents (a) are within Grantor’s powers and have been duly authorized by Grantor’s Manager or other necessary parties, and all other requisite action for such authorization has been taken; (b) have received all (if any) requisite prior governmental approval in order to be legally binding and enforceable in accordance with the terms thereof; and (c) will not violate, be in conflict with, result in a breach of or constitute (with due notice or lapse of time, or both) a default under, any Legal Requirement or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of Grantor’s property or assets, except as contemplated by the provisions of the Security Documents. The Security Documents constitute the legal, valid and binding obligations of Grantor and others obligated under the terms of the Security Documents, in accordance with their respective terms.
3.3	Lien of this Instrument. Subject to the Senior Liens, this Deed of Trust constitutes a valid and subsisting mortgage and deed of trust lien on the Real Property and the Fixtures and a valid, subsisting security interest in and to, and a valid assignment of, the Personalty and Leases, all in accordance with the terms hereof.

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3.4 Litigation. There are no actions, suits or proceedings pending, or to the knowledge of Grantor threatened, against or affecting the Grantor as a result of or in connection with Grantor’s entering into this Deed of Trust, or involving the validity or enforceability of this Deed of Trust or the priority of the liens and security interests created by the Security Documents, and no event has occurred (including specifically Grantor’s execution of the Security Documents) which will violate, be in conflict with, result in the breach of, or constitute (with due notice or lapse of time, or both) a default under, any Legal Requirement or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of Grantor’s property other than the liens and security interests created by the Security Documents.

ARTICLE 4

AFFIRMATIVE COVENANTS OF GRANTOR

           Grantor hereby unconditionally covenants and agrees with Beneficiary that, except for the Permitted Encumbrances, Grantor will protect the lien and security interest status of this Deed of Trust and except for the Permitted Encumbrances, will not, without the prior written consent of Beneficiary, place, or permit to be placed, or otherwise mortgage, hypothecate or encumber the Mortgaged Property with, any other lien or security interest of any nature whatsoever (statutory, constitutional or contractual) regardless of whether same is allegedly or expressly inferior to the lien and security interest created by this Deed of Trust, and, if any such lien or security interest is asserted against the Mortgaged Property, Grantor will promptly, at its own cost and expense, (a) pay the underlying claim in full or take such other action so as to cause same to be released and (b) within five days from the date such lien or security interest is so asserted, give Beneficiary notice of such lien or security interest. Such notice shall specify who is asserting such lien or security interest and shall detail the origin and nature of the underlying claim giving rise to such asserted lien or security interest.

ARTICLE 5

NEGATIVE COVENANTS OF GRANTOR

           Grantor hereby covenants and agrees with Beneficiary that, until the full performance and discharge of all of the Obligations, Grantor will not, without the prior written consent of Beneficiary, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any mortgage, pledge, lien (statutory, constitutional or contractual), security interest, encumbrance or charge on, or conditional sale or other title retention agreement, regardless of whether same are expressly subordinate to the liens of the Security Documents, with respect to, the Mortgaged Property, other than the Permitted Encumbrances.

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ARTICLE 6

AFFIRMATIVE COVENANTS OF BENEFICIARY

           By its acceptance hereof, Beneficiary recognizes that (a) Grantor is obligated or may hereafter become obligated to any of the Credit Parties (as defined in the SNDA [defined below]) in connection with the Senior Credit Agreement, and (b) Grantor and any future owner of the Mortgaged Property may incur additional indebtedness or become otherwise obligated to one or more banks, insurance companies, investment banks or other financial institutions regularly engaged in commercial lending and/or bonds, debentures, notes and similar instruments evidencing obligations that may be secured by liens or security interests on some or all of Grantor’s property, including the Mortgaged Property (the holder of such liens or security interests being a “Secured Lender”). To the extent that any such Secured Lender notifies Beneficiary of Secured Lender’s desire to subordinate the lien and security interest held by Beneficiary pursuant to this Deed of Trust, Beneficiary, by its acceptance hereof, will agree to effect such subordination by promptly executing, in one or more counterparts, a Subordination, Non-Disturbance and Attornment Agreement in substantially the form of Attachment 1 hereto (the “SNDA”). The subordination of this Deed of Trust shall (i) not be effective unless and until the SNDA has been executed by the Secured Lender, and (ii) be subject to compliance by the Secured Lender with its obligations under Section 3 and Section 4 of the SNDA. Any Secured Lender who is a party to an SNDA and who is in compliance with its obligations under Section 3 and Section 4 of such SNDA is hereinafter referred to as a “Lienholder.”

ARTICLE 7

EVENTS OF DEFAULT

           The term “Event of Default”, as used in the Security Documents, shall mean the occurrence or happening, at any time and from time to time, of any one or more of the following.

7.1

Breach of Deed of Trust. (a) Grantor shall (i) fail to perform or observe, in any material respect, any covenant, condition or agreement of this Deed of Trust to be performed or observed by Grantor, or (ii) breach any warranty or representation made by Grantor in this Deed of Trust, and such failure or breach shall continue unremedied for a period of thirty (30) days after receipt of written notice thereof to the Grantor from the Beneficiary; provided, however, that in the event such failure or breach cannot be reasonably cured within such thirty (30) day period and Grantor has diligently proceeded (and continues to proceed) to cure such breach, Grantor shall have an additional sixty (60) days to cure such failure or breach, or (b) HEP shall fail to perform all of the Obligations in full and on or before the dates same are to be performed (after giving effect to any applicable grace and cure periods).

7.2

Voluntary Bankruptcy. Grantor shall (a) voluntarily be adjudicated a bankrupt or insolvent, (b) procure, permit or suffer the voluntary or involuntary appointment of a receiver, trustee or liquidator for itself or for all or any substantial portion of its property, (c) file any petition seeking a discharge, rearrangement, or reorganization of its debts pursuant to the bankruptcy laws or any other debtor relief laws of the United States or

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any state or any other competent jurisdiction, or (d) make a general assignment for the benefit of its creditors.

7.3

Involuntary Bankruptcy. If (a) a petition is filed against Grantor seeking to rearrange, reorganize or extinguish its debts under the provisions of any bankruptcy or other debtor relief law of the United States or any state or other competent jurisdiction, and such petition is not dismissed or withdrawn within sixty (60) days after its filing, or (b) a court of competent jurisdiction enters an order, judgment or decree appointing, without the consent of Grantor a receiver or trustee for it, or for all or any part of its property, and such order, judgment, or decree is not dismissed, withdrawn or reversed within sixty (60) days after the date of entry of such order, judgment or decree.

7.4

Rejection of Pipelines Agreement. A rejection, by or on behalf of Grantor or any other Partnership Entity (as defined in the Pipelines Agreement), of the Pipelines Agreement in bankruptcy.

ARTICLE 8

REMEDIES

8.1 Remedies. Subject, in each case, to the rights of any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the SNDA, and provided no material default by the Holly Entities (as defined in the Pipelines Agreement) has occurred and is continuing, if an Event of Default shall occur and be continuing, Beneficiary may, at Beneficiary’s election and by or through Trustee or otherwise, exercise any or all of the following rights, remedies and recourses:

(a) Entry Upon Mortgaged Property. Enter upon the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto. If Grantor remains in possession of all or any part of the Mortgaged Property after an Event of Default and without Beneficiary’s prior written consent thereto, Beneficiary may invoke any and all legal remedies to dispossess Grantor, including specifically one or more actions for forcible entry and detainer, trespass to try title and writ of restitution. Nothing contained in the foregoing sentence shall, however, be construed to impose any greater obligation or any prerequisites to acquiring possession of the Mortgaged Property after an Event of Default than would have existed in the absence of such sentence.

(b) Operation of Mortgaged Property. Hold, lease, manage, operate or otherwise use or permit the use of the Mortgaged Property, either itself or by other Persons, firms or entities, in such manner, for such time and upon such other terms as Beneficiary may deem to be prudent and reasonable under the circumstances (making such repairs, alterations, additions and improvements thereto and taking any and all other action with reference thereto, from time to time, as Beneficiary shall deem necessary or desirable), and apply all amounts collected by Trustee or Beneficiary in connection therewith in accordance with the provisions of Section 8.7.

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(c) Trustee or Receiver. Prior to, upon or at any time after, commencement of any legal proceedings hereunder, make application to a court of competent jurisdiction as a matter of strict right and without notice to Grantor or regard to the adequacy of the Mortgaged Property for the satisfaction of the Obligations for appointment of a receiver of the Mortgaged Property, and Grantor does hereby irrevocably consent to such appointment. Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Mortgaged Property upon such terms as may be approved by the court.

(d) Foreclosure and Sale. Sell or offer for sale the Mortgaged Property, in such portions, order and parcels as Beneficiary may determine, with or without having first taken possession of same, to the highest bidder, for cash, at public auction. Such sale and notice thereof shall be made a) in accordance with the then applicable provisions of Section 51.002 of the Texas Property Code (or any successor statute), or b) by accomplishing all or any of the aforesaid in such manner as permitted or required by Chapter 51 of the Texas Property Code or by Chapter 9 of the UCC relating to the sale of collateral after default by a debtor (as such laws now exist or may be hereafter amended or succeeded), or by any other present or subsequent amendments or enactments relating to same. If the Mortgaged Property is situated in more than one county, all required notices shall be given in each such county, and such notices shall designate the county in which the Mortgaged Property will be sold. The affidavit of any person having knowledge of the facts to the effect that notice was properly given shall be prima facie evidence of such fact. At any such sale (i) whether made under the power herein contained, the aforesaid Texas Property Code, the UCC, any other requirement of applicable law or governmental regulation or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Trustee to have been physically present, or to have constructive possession of, the Mortgaged Property (Grantor hereby covenanting and agreeing to deliver to Trustee any portion of the Mortgaged Property not actually or constructively possessed by Trustee immediately upon demand by Trustee), and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to the purchaser at such sale, (ii) each instrument of conveyance executed by Trustee shall contain a general warranty of title, binding upon Grantor, (iii) each and every recital contained in any instrument of conveyance made by Trustee shall be prima facie evidence of the truth and accuracy of the matters recited therein, including, without limitation, non-payment of the Obligations, advertisement and conduct of such sale in the manner provided therein and otherwise by law, and appointment of any successor Trustee hereunder, (iv) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed, (v) the receipt of Trustee or of such other party or officer making the sale shall be a sufficient discharge to the purchaser or purchasers for his or their purchase money, and no such purchaser or purchasers, or his or their assigns or personal representatives, shall thereafter be obligated to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof, (vi) to the fullest extent permitted by law, Grantor shall be completely and irrevocably divested of all of its right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the Mortgaged Property sold, and such sale shall be a perpetual bar, both at law and in equity, against Grantor and against any

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and all other persons claiming or to claim the Mortgaged Property sold or any part thereof, by, through or under Grantor, and (vii) to the extent and under such circumstances as are permitted by law, Beneficiary and any entity related by ownership or control to Beneficiary may be a purchaser at any such sale.

(e) Other. Exercise any and all other rights, remedies and recourses granted under this Deed of Trust.

8.2	Remedies Cumulative, Concurrent and Nonexclusive. Beneficiary shall have all rights, remedies and recourses granted in the Pipelines Agreement and, subject to the rights of any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the SNDA, the Deed of Trust and same (a) shall be cumulative and concurrent; (b) may be pursued separately, successively or concurrently against Grantor or others obligated under this Deed of Trust, or against the Mortgaged Property, or against any one or more of them, at the sole discretion of Beneficiary; (c) may be exercised as often as occasion therefor shall arise, it being agreed by Grantor that the exercise or failure to exercise any of same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (d) are intended to be, and shall be, nonexclusive.
8.3	Obligations. Neither Grantor, any other Partnership Entity (as defined in the Pipelines Agreement) nor any other Person hereafter obligated for performance or fulfillment of all or any of the Obligations shall be relieved of such obligation by reason of (a) the failure of Trustee to comply with any request of Grantor or any other Person to enforce any provisions of this Deed of Trust; (b) the release, regardless of consideration, of the Mortgaged Property or the addition of any other property to the Mortgaged Property; (c) any agreement or stipulation between any subsequent owner of the Mortgaged Property and Beneficiary extending, renewing, rearranging or in any other way modifying the terms of the Security Documents without first having obtained the consent of, given notice to or paid any consideration to Grantor or such other Person, and in such event Grantor and all such other Persons shall continue to be liable to make payment according to the terms of any such extension or modification agreement unless expressly released and discharged in writing by Beneficiary; or (d) by any other act or occurrence save and except the complete fulfillment of all of the Obligations.
8.4	Release of and Resort to Collateral. Beneficiary may release, regardless of consideration, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interest created in or evidenced by this Deed of Trust or their stature as a lien and security interest in and to the Mortgaged Property.
8.5	Waiver of Redemption, Notice and Marshalling of Assets. To the fullest extent permitted by law, Grantor hereby irrevocably and unconditionally waives and releases (a) all benefits that might accrue to Grantor by virtue of any present or future law exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or extension of time for payment; (b) all notices of any Event of Default or of Trustee’s

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election to exercise or his actual exercise of any right, remedy or recourse provided for under this Deed of Trust; and (c) any right to a marshalling of assets or a sale in inverse order of alienation.

8.6

Discontinuance of Proceedings. In case Beneficiary shall have proceeded to invoke any right, remedy or recourse permitted under this Deed of Trust and shall thereafter elect to discontinue or abandon same for any reason, Beneficiary shall have the unqualified right so to do and, in such an event, Grantor and Beneficiary shall be restored to their former positions with respect to the Obligations, the Security Documents, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Beneficiary shall continue as if same had never been invoked.

8.7

Application of Proceeds. Subject, in each case, to applicable law and the rights of any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the SNDA (including, without limitation, the right to receive payments otherwise due to HEP under the terms of the Pipelines Agreement), the proceeds and other amounts generated by the holding, operating or other use of, the Mortgaged Property shall be applied by Trustee or Beneficiary (or the receiver, if one is appointed) to the extent that funds are so available therefrom in the following orders of priority:

(a) first, to the payment of the costs and expenses of taking possession of the Mortgaged Property and of holding, using, leasing, repairing and improving the same, including without limitation (i) trustees’ and receivers’ fees, (ii) court costs, (iii) attorneys’ and accountants’ fees, and (iv) the payment of any and all Impositions, liens, security interests or other rights, titles or interests equal or superior to the lien and security interest of this Deed of Trust (except those to which the Mortgaged Property has been sold subject to and without in any way implying Beneficiary’s prior consent to the creation thereof);

(b) second, to the payment of all amounts which may be due to Beneficiary with respect to the Obligations;

(c) third, to the extent permitted by law, funds are available therefor out of the proceeds generated by the holding, operating or other use of the Mortgaged Property and known by Beneficiary, to the payment of any indebtedness or obligation secured by a subordinate deed of trust on or security interest in the Mortgaged Property; and

(d) fourth, to Grantor.

8.8 INDEMNITY. IN CONNECTION WITH ANY ACTION TAKEN BY TRUSTEE AND/OR BENEFICIARY PURSUANT TO THIS DEED OF TRUST, TRUSTEE AND/OR BENEFICIARY AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS, ACCOUNTANTS AND EXPERTS (COLLECTIVELY THE “INDEMNIFIED PARTIES”) SHALL NOT BE LIABLE FOR ANY LOSS SUSTAINED BY GRANTOR RESULTING FROM (i) AN ASSERTION THAT TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY

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HAS RECEIVED FUNDS FROM THE OPERATIONS OF THE MORTGAGED PROPERTY CLAIMED BY THIRD PERSONS OR (ii) ANY ACT OR OMISSION OF TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY IN ADMINISTERING, MANAGING, OPERATING OR CONTROLLING THE MORTGAGED PROPERTY, INCLUDING IN EITHER CASE SUCH LOSS WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF TRUSTEE, BENEFICIARY OR AN INDEMNIFIED PARTY OR WHICH MAY RESULT FROM STRICT LIABILITY, WHETHER UNDER APPLICABLE LAW OR OTHERWISE, UNLESS SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH OF TRUSTEE, BENEFICIARY OR ANY INDEMNIFIED PARTY NOR SHALL TRUSTEE, BENEFICIARY AND/OR ANY INDEMNIFIED PARTY BE OBLIGATED TO PERFORM OR DISCHARGE ANY OBLIGATION, DUTY OR LIABILITY OF GRANTOR. GRANTOR SHALL AND DOES HEREBY AGREE TO INDEMNIFY TRUSTEE, BENEFICIARY AND EACH OF THEIR RESPECTIVE INDEMNIFIED PARTIES FOR, AND TO HOLD THEM HARMLESS FROM, ANY AND ALL LOSSES WHICH MAY OR MIGHT BE INCURRED BY TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY BY REASON OF THIS DEED OF TRUST OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER, INCLUDING SUCH LOSSES WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF TRUSTEE, BENEFICIARY OR AN INDEMNIFIED PARTY OR WHICH MAY RESULT FROM STRICT LIABILITY, WHETHER UNDER APPLICABLE LAW OR OTHERWISE, UNLESS SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH OF TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY. SHOULD TRUSTEE, BENEFICIARY AND/OR ANY INDEMNIFIED PARTY MAKE ANY EXPENDITURE ON ACCOUNT OF ANY SUCH LOSSES, THE AMOUNT THEREOF, INCLUDING, WITHOUT LIMITATION, COSTS, EXPENSES AND REASONABLE ATTORNEYS’ FEES, SHALL BE A DEMAND OBLIGATION (WHICH OBLIGATION GRANTOR HEREBY EXPRESSLY PROMISES TO PAY) OWING BY GRANTOR TO TRUSTEE AND/OR BENEFICIARY AND SHALL BEAR INTEREST FROM THE DATE EXPENDED UNTIL PAID AT THE HIGHEST RATE ALLOWED BY LAW, SHALL BE A PART OF THE OBLIGATIONS AND SHALL BE SECURED BY THIS DEED OF TRUST. THE LIABILITIES OF GRANTOR AS SET FORTH IN THIS SECTION 8.8 SHALL SURVIVE THE TERMINATION OF THIS DEED OF TRUST.

ARTICLE 9

SECURITY AGREEMENT

9.1 Security Interest. This Deed of Trust shall be construed as a deed of trust on real property and it shall (subject to the Senior Liens) also constitute and serve as a “Security Agreement” on personal property within the meaning of, and shall constitute a security interest under, the Uniform Commercial Code (as the same is codified and in effect in Texas) with respect to the Personalty, Fixtures and Leases. To this end, Grantor has

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GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED, AND SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER AND SET OVER, unto Trustee and unto Beneficiary, a security interest in all of Grantor’s right, title and interest in, to and under the Personalty, Fixtures and Leases to secure the full and timely performance and discharge of the Obligations, subject only to the Permitted Encumbrances.

9.2	Financing Statements. Grantor hereby authorizes Beneficiary to file such “Financing Statements,” and Grantor hereby agrees to execute and deliver such further assurances as Beneficiary may, from time to time, consider reasonably necessary to create, perfect and preserve Beneficiary’s security interest herein granted and Beneficiary may cause such statements and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest.
9.3	Uniform Commercial Code Remedies. Subject, in each case, to the rights of any Lienholder under or pursuant to the Senior Liens, and the terms and provisions of the SNDA and this Deed of Trust, Beneficiary and/or Trustee shall have all the rights, remedies and recourses (other than auction and sale rights) with respect to the Personalty, Fixtures and Leases afforded to it by the aforesaid Uniform Commercial Code (as the same is codified and in effect in Texas) in addition to, and not in limitation of, the other rights, remedies and recourses afforded by this Deed of Trust.
9.4	No Obligation of Trustee or Beneficiary. The assignment and security interest herein granted shall not be deemed or construed to constitute Trustee or Beneficiary as a trustee in possession of the Mortgaged Property, to obligate Trustee or Beneficiary to lease the Mortgaged Property or attempt to do same, or to take any action, incur any expense or perform or discharge any obligation, duty or liability whatsoever.
9.5	Fixture Filing. This Deed of Trust shall constitute a “fixture filing” for all purposes of Article 9 of the Uniform Commercial Code, as codified and in effect in Texas. All or part of the Mortgaged Property are or are to become fixtures; information concerning the security interest herein granted may be obtained at the addresses set forth on the first page hereof. The address of the Secured Party (Beneficiary) is the address set forth in Section 1.1(b) and the address of the Debtor (Grantor) is the address set forth in the opening paragraph of this Deed of Trust.
9.6	Satisfaction and Release. If (a) all Obligations secured hereby shall be paid, performed and satisfied in full, (b) the Mortgaged Property (or any portion thereof, in which case the provisions of clauses (i) through (iv) below shall be applicable only to such portion) shall be sold, consigned, conveyed or transferred in accordance with the provisions of the Pipelines Agreement, [and/or] (c) the Pipelines Agreement shall be terminated, cancelled or otherwise expire, and the Obligations of the Partnership Entities (as defined in the Pipelines Agreement) set forth in Section 2(f) of the Pipelines Agreement shall no longer be applicable, and/or (d) at any time Grantor’s or HEP’s (in the event Grantor does not have a stand-alone credit rating) senior unsecured debt has an Investment Grade Rating (as hereinafter defined) from both Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P”) (or any successor to the rating business of

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either thereof), then (i) this Deed of Trust shall be null and void, (ii) the liens and security interests created by this Deed of Trust shall be released as promptly as practicable, (iii) the Mortgaged Property shall revert to Grantor (or the transferee in the case of clause (b) above) free and clear of the liens and security interests created by this Deed of Trust, and (iv) Beneficiary and Trustee (as applicable) shall execute and deliver, or cause to be executed and delivered, instruments of satisfaction and release that are reasonably requested by Grantor. Otherwise, this Deed of Trust shall remain and continue in full force and effect. As used in this Section 9.6, the term “Investment Grade Rating” shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, or BBB- (or the equivalent) by S&P.

ARTICLE 10

CONCERNING THE TRUSTEE

10.1

No Required Action. Trustee shall not be required to take any action toward the execution and enforcement of the trust hereby created or to institute, appear in or defend any action, suit or other proceeding in connection therewith where in his opinion such action will be likely to involve him in expense or liability, unless requested so to do by a written instrument signed by Beneficiary and, if Trustee so requests, unless Trustee is tendered security and indemnity satisfactory to him against any and all costs, expense and liabilities arising therefrom. Trustee shall not be responsible for the execution, acknowledgment or validity of the Security Documents, or for the proper authorization thereof, or for the sufficiency of the lien and security interest purported to be created hereby, and makes no representation in respect thereof or in respect of the rights, remedies and recourses of Beneficiary.

10.2

Certain Rights. With the approval of Beneficiary, Trustee shall have the right to take any and all of the following actions: (a) to select, employ and advise with counsel (who may be, but need not be, counsel for Beneficiary) upon any matters arising hereunder, including the preparation, execution and interpretation of the Security Documents, and shall be fully protected in relying as to legal matters on the advice of counsel; (b) to execute any of the trusts and powers hereof and to perform any duty hereunder either directly or through his agents or attorneys; (c) to select and employ, in and about the execution of his duties hereunder, suitable accountants, engineers and other experts, agents and attorneys-in-fact, either corporate or individual, not regularly in the employ of Trustee, and Trustee shall not be answerable for any act, default or misconduct of any such accountant, engineer or other expert, agent or attorney-in-fact, if selected with reasonable care, or for any error of judgment or act done by Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, except for Trustee’s gross negligence or bad faith; and (d) to take any and all other lawful action as Beneficiary may instruct Trustee to take to protect or enforce Beneficiary’s rights hereunder. Trustee shall not be personally liable in case of entry by him, or anyone entering by virtue of the powers herein granted him, upon the Mortgaged Property for debts contracted or liability or damages incurred in the management or operation of the Mortgaged Property. Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him

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hereunder, believed by him in good faith to be genuine. Trustee shall be entitled to reimbursement for expenses incurred by him in the performance of his duties hereunder and to reasonable compensation for such of his services hereunder as shall be rendered. Grantor will, from time to time, pay the compensation due to Trustee hereunder and reimburse Trustee for, and save him harmless against, any and all liability and expenses which may be incurred by him in the performance of his duties.

10.3	Retention of Moneys. All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by law) and Trustee shall be under no liability for interest on any moneys received by him hereunder.
10.4	Successor Trustees. Trustee may resign by the giving of notice of such resignation in writing to Beneficiary. If Trustee shall die, resign or become disqualified from acting in the execution of this trust, or shall fail or refuse to execute the same when requested by Beneficiary so to do, or if, for any reason, Beneficiary shall prefer to appoint a substitute trustee to act instead of the aforenamed Trustee, Beneficiary shall have full power to appoint a substitute trustee and, if preferred, several substitute trustees in succession who shall succeed to all the estates, properties, rights, powers and duties of the aforenamed Trustee. Such appointment may be executed by any authorized agent of Beneficiary, and if such Beneficiary be a corporation and such appointment be executed in its behalf by any officer of such corporation, such appointment shall be conclusively presumed to be executed with authority and shall be valid and sufficient without proof of any action by the Board of Directors or any superior officer of the corporation. Grantor hereby ratifies and confirms any and all acts which the aforenamed Trustee, or his successor or successors in this trust, shall do lawfully by virtue hereof.
10.5	Perfection of Appointment. Should any deed, conveyance or instrument of any nature be required from Grantor by any successor Trustee to more fully and certainly vest in and confirm to such new Trustee such estates, rights, powers and duties, then, upon request by such Trustee, any and all such deeds, conveyances and instruments shall be made, executed, acknowledged and delivered and shall be caused to be recorded and/or filed by Grantor.
10.6	Succession Instruments. Any new Trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its or his predecessor in the rights hereunder with like effect as if originally named as Trustee herein; but nevertheless, upon the written request of Beneficiary or of the successor Trustee, the Trustee ceasing to act shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver any of the property and moneys held by such Trustee to the successor Trustee so appointed in its or his place.
10.7	No Representation by Trustee. By accepting or approving anything required to be observed, performed or fulfilled or to be given to Trustee or Beneficiary pursuant to the

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Security Documents, including but not limited to, any officer’s certificate, balance sheet, statement of profit and loss or other financial statement, survey, appraisal or insurance policy, neither Trustee nor Beneficiary shall be deemed to have warranted, consented to, or affirmed the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not be or constitute any warranty, consent or affirmation with respect thereto by Trustee or Beneficiary.

ARTICLE 11

MISCELLANEOUS

11.1	Performance at Grantor’s Expense. The cost and expense of performing or complying with any and all of the Obligations shall be borne solely by Grantor and/or the other Partnership Entities to the extent provided in the Pipelines Agreement.
11.2	Survival of Obligations. Each and all of the Obligations shall survive the execution and delivery of the Security Documents and shall continue in full force and effect until the Obligations have been performed and discharged in full.
11.3	Further Assurances. Grantor, upon the request of Trustee or Beneficiary, will execute, acknowledge, deliver and record and/or file such further instruments and do such further acts as may be necessary, desirable or proper to carry out more effectively the purpose of the Security Documents and to subject to the liens and security interests thereof any property intended by the terms thereof to be covered thereby, including specifically but without limitation, any renewals, additions, substitutions, replacements, betterments or appurtenances to the then Mortgaged Property.
11.4	Recording and Filing. Grantor will cause the Security Documents and all amendments and supplements thereto and substitutions therefor to be recorded, filed, re-recorded and refiled in such manner and in such places as Trustee or Beneficiary shall reasonably request, and will pay all such recording, filing, re-recording and refiling taxes, fees and other charges.
11.5	Notices. All notices or other communications required or permitted to be given pursuant to this Deed of Trust shall be in writing and shall be considered as properly given if mailed by first-class United States mail, postage prepaid, registered or certified with return receipt requested, or by delivering same in person to the intended addressee or by prepaid telegram. Notice so mailed shall be effective two days following its deposit. Notice given in any other manner shall be effective only if and when received by the addressee. For purposes of notice, the addresses of Beneficiary and Grantor shall be as set forth in Section 1.1(b) and the opening paragraph hereinabove, respectively; provided, however, that either party shall have the right to change its address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days’ notice to the other party in the manner set forth hereinabove.

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11.6	No Waiver. Any failure by Trustee or Beneficiary to insist, or any election by Trustee or Beneficiary not to insist, upon strict performance by Grantor of any of the terms, provisions or conditions of the Security Documents shall not be deemed to be a waiver of same or of any other terms, provision or condition thereof and Trustee or Beneficiary shall have the right at any time or times thereafter to insist upon strict performance by Grantor of any and all of such terms, provisions and conditions.
11.7	Beneficiary’s Right to Perform the Obligations. If Grantor shall fail, refuse or neglect to make any payment or perform any act required by the Security Documents (after giving effect to any applicable notice and cure period), then at any time thereafter, and without further notice to or demand upon Grantor and without waiving or releasing any other right, remedy or recourse Beneficiary may have because of same, Beneficiary may (but shall not be obligated to) make such payment or perform such act for the account of and at the expense of Grantor, and shall have the right to enter upon or in the Real Property for such purpose and to take all such action thereon and with respect to the Mortgaged Property as it may deem necessary or appropriate but in any case subject to the rights of any Lienholder arising under or pursuant to the Senior Liens and the terms and provisions of the SNDA. If Beneficiary shall elect to pay any Imposition or other sums due with reference to the Mortgaged Property, Beneficiary may do so in reliance on any bill, statement or assessment procured from the appropriate Governmental Entity or other issuer thereof without inquiring into the accuracy or validity thereof. Similarly, in making any payments to protect the security intended to be created by the Security Documents, Beneficiary shall not be bound to inquire into the validity of any apparent or threatened adverse title, lien, encumbrance, claim or charge before making an advance for the purpose of preventing or removing the same. Grantor shall indemnify Beneficiary for all losses, expenses, damage, claims and causes of action, including reasonable attorneys’ fees, incurred or accruing by reason of any acts performed by Beneficiary pursuant to the provisions of this Section 11.7 or by reason of any other provision in the Security Documents. All sums paid by Beneficiary pursuant to this Section 11.7 and all other sums expended by Beneficiary to which it shall be entitled to be indemnified, together with interest thereon at the maximum rate allowed by law from the date of such payment or expenditure, shall be secured by the Security Documents and shall be paid by Grantor to Beneficiary upon demand.
11.8	Covenants Running with the Land. All Obligations contained in the Security Documents are intended by the parties to be, and shall be construed as, covenants running with the Mortgaged Property.
11.9	Successors and Assigns. All of the terms of the Security Documents shall apply to, be binding upon and inure to the benefit of the parties thereto, their successors and assigns, and all other Persons claiming by, through or under them.
11.10	Severability. The Security Documents are intended to be performed in accordance with, and only to the extent permitted by, all applicable Legal Requirements. If any provision of any of the Security Documents or the application thereof to any Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable neither the remainder of the instrument in which such provision is contained nor the application

20

of such provision to other Persons or circumstances nor the other instruments referred to hereinabove shall be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

11.11

Entire Agreement and Modification. The Security Documents contain the entire agreements between the parties relating to the subject matter hereof and thereof and all prior agreements relative thereto which are not contained herein or therein are terminated. Notwithstanding anything herein to the contrary, Grantor and, by its acceptance hereof, Beneficiary hereby acknowledge and agree that in the event that any of the terms or provisions of this Deed of Trust conflict with any terms or provisions of the Pipelines Agreement, the terms or provisions of the Pipelines Agreement shall govern and control for all purposes. The Security Documents may not be amended, revised, waived, discharged, released or terminated orally but only by a written instrument or instruments (a) executed by the party against which enforcement of the amendment, revision, waiver, discharge, release or termination is asserted, and (b) consented to by the Lienholders to the extent any such amendment, revision, waiver, discharge, release or termination would be materially adverse to the rights of any such Lienholder. Any alleged amendment, revision, waiver, discharge, release or termination which is not so documented shall not be effective as to any party.

11.12

Counterparts. This Deed of Trust may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute but one instrument.

11.13	Applicable Law. This Deed of Trust shall be construed and enforced in accordance with and governed by the laws of the State of Texas and the laws of the United States of America, except that to the extent that the law of the state in which a portion of the Mortgaged Property is located (or which is otherwise applicable to a portion of the Mortgaged Property) necessarily or appropriately governs with respect to procedural and substantive matters relating to the creation, perfection and enforcement of the liens, security interests and other rights and remedies of Trustee on behalf of Beneficiary or Beneficiary granted herein, the laws of such state shall apply as to that portion of the Mortgaged Property located in (or otherwise subject to the laws of) such state.
11.14	No Partnership. Nothing contained in the Security Documents is intended to, or shall be construed as, creating to any extent and in any manner whatsoever, any partnership, joint venture, or association between Grantor, Trustee and Beneficiary, or in any way make Beneficiary or Trustee coprincipals with Grantor with reference to the Mortgaged Property, and any inferences to the contrary are hereby expressly negated.
11.15	Headings. The Article, Section and Subsection entitlements hereof are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the text of such Articles, Sections or Subsections.
11.16	Waiver of Stay, Moratorium, and Similar Rights. Grantor agrees, to the full extent that it may lawfully do so, that it will not at any time insist upon or plead or in any way take advantage of any appraisement, valuation, stay, marshalling of assets, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or

21

hinder the enforcement of the provisions of this Deed of Trust or the indebtedness secured hereby, or any agreement between Grantor and Beneficiary or any rights or remedies Beneficiary may have thereunder, hereunder or by law.

11.17	Transfer of Mortgaged Property. No sale, lease, exchange, assignment, conveyance or other transfer (each, a “Transfer”) of the Mortgaged Property will extinguish the lien or security interest created by this Deed of Trust, except to the extent provided in Section 9.6 of this Deed of Trust or in the Pipelines Agreement. As a condition to any Transfer, Beneficiary may (a) require the express assumption of the Obligations by the transferee (with or without the release of Grantor from liability in respect thereof), and (b) require the execution of an assumption agreement, modification agreements, supplemental security documents and financing statements satisfactory in form and substance to Beneficiary.
11.18	Estoppel Certificates. Grantor and Beneficiary agree to execute and deliver from time to time, upon the request of the other party, a certificate regarding the status of the Pipelines Agreement, consisting of statements, if true (or if not, specifying why not), (a) that the Pipelines Agreement is in full force and effect, (b) the date through which payments have been paid, (c) the date of the commencement of the term of the Pipelines Agreement, (d) the nature of any amendments or modifications of the Pipelines Agreement, (e) to such party’s actual knowledge without investigation, no default, or state of facts which with the passage of time or notice (or both) would constitute a default, exists under the Pipelines Agreement, (f) to such party’s actual knowledge without investigation, no setoffs, recoupments, estoppels, claims or counterclaims exist against the other party under the Pipelines Agreement, and (g) such other factual matters as may be reasonably requested.
11.19	Final Agreement. Grantor acknowledges receipt of a copy of this instrument at the time of execution hereof. Grantor acknowledges that, except as incorporated in writing in this Deed of Trust, there are not, and were not, and no persons are or were authorized to make any representations, understandings, stipulations, agreements or promises, oral or written, with respect to the matters addressed in this Deed of Trust. THE WRITTEN AGREEMENTS HEREIN REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[SIGNATURE PAGE TO FOLLOW]

22

     WITNESS THE EXECUTION HEREOF as of the date first above written.

HEP PIPELINE, L.L.C.
By:	HOLLY ENERGY PARTNERS — OPERATING, L.P., its Sole Member
By:	/s/ David G. Blair
	David G. Blair,
	Senior Vice President

EMPLOYER IDENTIFICATION NUMBER OF GRANTOR:	71-0968296
ORGANIZATIONAL NUMBER OF GRANTOR:	3814278

[Signature Page]

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     This instrument was acknowledged before me on February 29, 2008, by David G. Blair, Senior Vice President of Holly Energy Partners — Operating, L.P., a Delaware limited partnership, sole member of HEP Pipeline, L.L.C., a Delaware limited liability company, on behalf of said limited liability company and limited partnership.

/s/ Julie H. Cooper

Notary Public, State of Texas

My Commission Expires:

4-8-2009

[Acknowledgment Page]

EXHIBIT A

PIPELINE FEE LAND

Lovington Crude Oil Pipeline Tankage Gaines County, Texas

				Document	Document	Recording	Book /
State	County	Original Grantor	Original Grantee	Type	Date	Date	Page
Russell Station
Texas	Gaines	ARCO Pipe Line Company	Navajo Pipeline Company	Fee (SWD)	1/31/2000	4/28/2000	701 / 459
Riley Station
Texas	Gaines	ARCO Pipe Line Company	Navajo Pipeline Company	Fee (SWD)	1/31/2000	4/28/2000	701 / 463

A-1

EXHIBIT B

PIPELINE LEASES

• Surface Sublease dated February 28, 1992, originally between ARCO Pipe Line Company and Koch Gathering Systems, Inc. (as the same may from time to time be amended, modified, supplemented, extended, renewed, restated, or replaced) covering a 150’ X 135’ tract of land in the South Half of Section 251, Block G, Patent No. 18, Script No. 109, Gaines County, Texas. The Subleased area is part of the land described in the Lease granted by Magnolia Petroleum Company and The Atlantic Refining Company to Atlantic Pipe Line Company on March 8, 1940. Said Lease is recorded in Volume 26, Page 52 of the O&GL Records of Gaines County, Texas.

• Partial Assignment and Sublease Agreement dated June 17, 1998, originally between ARCO Pipe Line Company and Phillips Petroleum Company (as the same may from time to time be amended, modified, supplemented, extended, renewed, restated, or replaced), which instrument is described and referred to in that certain memorandum of lease recorded in Volume 660, Page 547 of the Official Public Records of Gaines County, Texas

B-1

EXHIBIT C

PIPELINE EASEMENTS

Lovington Delivery System: Gaines County, Texas

			Original	Document	Document	Recording
State	County	Original Grantor	Grantee	Type	Date	Date	Book / Page
Russell to Lovington Segment
Texas	Gaines	Higg Ranch Inc., Phil Stroud President	Navajo Pipeline Co. L.P.	ROW	11/23/2005	2/16/2006	20060753 (doc.#)
Texas	Gaines	Commissioners Court of Gaines County, Texas	Navajo Pipeline Co., L.P.	Permit	1/23/2006
Texas	Gaines	Gerald Smith	Navajo Pipeline Co. L.P.	ROW	12/8/2005	2/16/2006	20060752 (doc.#)
Russell to Hobbs Segment
Texas	Gaines	E. H. Jones	American Liberty Pipe Line Company	ROW	3/9/1939	10/6/1939	57 / 286 Sec. 453 only
Texas	Gaines	B. M. Cox and wife Opal G. Cox	American Liberty Pipe Line Company	ROW	3/16/1939	10/6/1939	57 / 291
Texas	Gaines	Higg Ranch, Inc.	ARCO Pipe Line Company	ROW	2/1/1993	6/17/1993	585 / 784
Texas	Gaines	J. D. Browne and wife Viola Browne	American Liberty Pipe Line Company	ROW	3/10/1939	10/6/1939	57 / 302
Texas	Gaines	B. M. Ancell and wife Olive Ancell	American Liberty Pipe Line Company	ROW	3/11/1939	10/9/1939	57 / 305
Texas	Gaines	Anna May Lane, Admx.	American Liberty Pipe Line Company	ROW	3/20/1939	10/6/1939	57 / 304
Texas	Gaines	Iona Davis, and Husband Dewey Davis	American Liberty Pipe Line Company	ROW	4/11/1939	10/6/1939	57 / 300
Texas	Gaines	William G. Spears and Jaynette B. Spears	Navajo Pipeline Co. L.P.	ROW	1/13/2004	1/16/2004	791 / 547
Texas	Gaines	D. G. Chiles	Atlantic Pipe Line Company	Cathodic Easement	11/20/1970	12/11/1970	326 / 547

C-1

			Original	Document	Document	Recording
State	County	Original Grantor	Grantee	Type	Date	Date	Book / Page
Texas	Gaines	Gaines County					F.M. 3308
Texas	Gaines	Mrs. Cora West, and husband, W. H. West	American Liberty Pipe Line Company	ROW	4/11/1939	10/7/1939	57 / 308
Texas	Gaines	W. E. Fairman and Mrs. Jennie Trent Dew, a widow	American Liberty Pipe Line Company	ROW	4/4/1939	10/7/1939	57 / 307
Gaines to Hobbs Segment 6”
Texas	Gaines	Pedro Gomez Maria Gomez	Navajo Pipeline Co. L.P.	ROW	6/9/2004	5/6/2005	Doc. # 2005-1743
Texas	Gaines	Gary M. Schubert Marcia J. Schubert	Navajo Pipeline Co. L.P.	ROW	3/23/2004	5/6/2004	No. 2007-3711

Crude Gathering Lines (steel) Gaines County, Texas

			Original	Document	Document	Recording
State	County	Original Grantor	Grantee	Type	Date	Date	Book / Page
Wood Station to Russell Station Segment
Texas	Gaines	Cecil M. Higginbotham, et al.	Atlantic Pipe Line Company	ROW	8/28/1953	11/25/1953	130 / 31
Texas	Gaines	William H. Pierson, et al.	Atlantic Pipe Line Company	ROW	9/5/1953	11/25/1953	130 / 68
Texas	Gaines	S.W. Vestal	Atlantic Pipe Line Company	ROW	8/25/1953	11/25/1953	130 / 66
Texas	Gaines	Fred S. Barrett	Atlantic Pipe Line Company	ROW	8/28/1953	11/25/1953	130 / 71
Texas	Gaines	Texas State Highway Department	Atlantic Pipe Line Company	Permit	4/22/1954	—	Control No. 1836
Texas	Gaines	McCarthey Land Co.	ARCO Pipe Line Company	Gate Valve Contract	11/17/1982	12/6/1982	281 / 800
Texas	Gaines	R. Whitaker	Atlantic Pipe Line Company	ROW	8/25/1953	11/25/1953	130 / 73
Texas	Gaines	I.O. Hughlett	Atlantic Pipe Line Company	ROW	8/22/1961	9/6/1961	214 / 652

C-2

			Original	Document	Document	Recording
State	County	Original Grantor	Grantee	Type	Date	Date	Book / Page
Texas	Gaines	J.J. Belew and R.O. Belew, et al.	Atlantic Pipe Line Company	ROW	9/1/1953	11/25/1953	130 / 75
Texas	Gaines	Helen Murray, and her Husband, R.J. Murray (1/2 int.)	Atlantic Pipe Line Company	ROW	9/8/1953	11/25/1953	130 / 79
Texas	Gaines	Ester Cooper Cannon	Atlantic Pipe Line Company	ROW	9/18/1953	11/25/1953	130 / 77
Texas	Gaines	Thomas R. Coffee, and wife, Nancy Coffee	ARCO Pipe Line Company	ROW	4/23/1974	4/29/1974	358 / 1003
Texas	Gaines	C.E. Smith, et al.	Atlantic Pipe Line Company	ROW	10/10/1953	11/25/1953	130 / 81
Texas	Gaines	W.J. McMurry	Atlantic Pipe Line Company	ROW	10/1/1953	11/25/1953	130 / 84
Texas	Gaines	Gaines County	Atlantic Pipe Line Company	Permit	5/7/1954	—	Stations 541 + 19 and 447 + 40
Texas	Gaines	J.C. Williamson and wife, Janette Maxine Williamson	Atlantic Pipe Line Company	ROW	9/30/1953	11/25/1953	130 / 86(85)
Texas	Gaines	H.R. Cope	Atlantic Pipe Line Company	ROW	8/26/1953	11/25/1953	130 / 88
Texas	Gaines	Gus O. Birdwell	Atlantic Pipe Line Company	ROW	9/4/1953	11/25/1953	130 / 90
Texas	Gaines	Roscoe Robinson	ARCO Pipe Line Company	ROW	9/25/1982	12/6/1982	281 / 803
Texas	Gaines	Ralph S. Bolen	Atlantic Pipe Line Company	ROW	2/23/1955	3/21/1955	143 / 467
Texas	Gaines	Wayne S. Butler	Atlantic Pipe Line Company	ROW	9/8/1953	11/25/1953	130 / 92
Texas	Gaines	S.R. Simpson	Atlantic Pipe Line Company	ROW	8/26/1953	11/25/1953	130 / 94
Texas	Gaines	Alvin Shambeck	Atlantic Pipe Line Company	ROW	8/27/1953	11/25/1953	130 / 96

C-3

			Original	Document	Document	Recording
State	County	Original Grantor	Grantee	Type	Date	Date	Book / Page
Texas	Gaines	Magnolia Petroleum Company, and The Atlantic Refining Co.	Atlantic Pipe Line Company	ROW	9/10/1953	11/25/1953	130 / 98
Texas	Gaines	Phillips Petroleum Company	Atlantic Pipe Line Company	ROW	10/7/1953	11/25/1953	130 / 101
Riley Station to Russell Station Segment
Texas	Gaines	James B. Riley Robert J. Riley	American Liberty Pipe Line company	ROW/Station Site	3/6/1940	12/4/1940	60 / 507
Texas	Gaines	Florence Matthews, a Feme Sole	American Liberty Pipe Line Company	ROW	3/27/1939	10/6/1939	57 / 289
Texas	Gaines	E.H. Jones	American Liberty Pipe Line Company	ROW	3/9/1939	10/6/1939	57 / 286
Texas	Gaines	G.M. Cox and Wife, Opal G. Cox, et al.	American Liberty Pipe Line Company	ROW	3/16/1939	10/6/1939	57 / 291
Texas	Gaines	Higg Ranch, Inc.	ARCO Pipe Line Company	ROW	2/1/1993	6/17/1993	585 / 784
Baumgart Station to Riley Station Segment
Texas	Gaines	Occidental Permian LPT	Navajo Pipeline Company	ROW	8/1/2005	8/11/2005	Doc. No. 2005-2982
Texas	Gaines	Texas Department of Transportation (TxDOT)	Navajo Pipeline Company	Permit	9/8/2005	—	Station 252 + 29 RW-09G05151; F.M. 2055
Texas	Gaines	Continental Oil Company	American Liberty Pipe Line Company	ROW	3/15/1939	10/6/1939	57 / 294
Texas	Gaines	Amon G. Carter	American Liberty Pipe Line Company	ROW	3/11/1939	10/9/1939	57 / 287
Texas	Gaines	Harris/George, et al.	Atlantic Pipe Line Company	ROW	7/14/1965	8/30/1965	260 / 467

C-4

			Original	Document	Document	Recording
State	County	Original Grantor	Grantee	Type	Date	Date	Book / Page
Texas	Gaines	George Baumgart	American Liberty Pipe Line Company	ROW	3/7/1940	2/6/1950	102 / 342

C-5

EXHIBIT D

PIPELINE IMPROVEMENTS

• A 12-inch diameter, 23 mile line running from Russell, Gaines County, Texas, to Lovington, Lea County, New Mexico;

• A six-inch, 20 mile line running from Russell, Gaines County, Texas, to Hobbs, Lea County, New Mexico;

• A six-inch, six mile line running from Gaines, Gaines County, Texas, to Hobbs, Lea County, New Mexico;

• Russell Station, including all tanks, pump stations and other associated equipment, including without limitation Tanks 5101, 5102 and 5103, Gaines County, Texas;

• Wood Station, including all tanks, pump stations and other associated equipment, including without limitation Tanks 5301 and 5302, Gaines County, Texas;

• Riley Station, including all tanks, pump stations and other associated equipment, including without limitation Tanks 5001 and 5003, Gaines County, Texas;

• A six-inch, 13.5 mile line running from Wood Station, Gaines County, Texas, to Russell Station, Gaines County, Texas;

• A six-inch, five mile line running from Riley Station, Gaines County, Texas, to Russell Station, Gaines County, Texas;

• A six-inch, seven mile line running from Baumgart Station, Yoakum County, Texas, to Riley Station, Gaines County, Texas.

• Russell Station lease connection lines, Gaines County, Texas;

• Wood Station (Seminole Gathering) lease connection lines, Gaines County, Texas.

D-1

EXHIBIT E

PIPELINE CONTRACTS

None.

E-1

EXHIBIT F

PIPELINE PERMITS

To the extent assignable, all permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals now or hereafter granted by any Governmental Entity to Grantor or its predecessors in interest pertaining solely to the ownership or operation of the Pipelines.

F-1

EXHIBIT G

PIPELINES

• A 12-inch diameter, 23 mile line running from Russell, Gaines County, Texas, to Lovington, Lea County, New Mexico;

• A six-inch, 20 mile line running from Russell, Gaines County, Texas, to Hobbs, Lea County, New Mexico;

• A six-inch, six mile line running from Gaines, Gaines County, Texas, to Hobbs, Lea County, New Mexico

• A six-inch, 13.5 mile line running from Wood Station, Gaines County, Texas, to Russell Station, Gaines County, Texas;

• A six-inch, five mile line running from Riley Station, Gaines County, Texas, to Russell Station, Gaines County, Texas;

• A six-inch, seven mile line running from Baumgart Station, Yoakum County, Texas, to Riley Station, Gaines County, Texas.

• Russell Station lease connection lines, Gaines County, Texas;

• Wood Station (Seminole Gathering) lease connection lines, Gaines County, Texas

G-1

ATTACHMENT 1

FORM OF SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT

After recording, return to:
Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite 3700
Dallas, Texas 75201
Attention: Christopher J. Dewar

SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT

     This Subordination, Non-Disturbance and Attornment Agreement (this “Agreement”) is executed effective as of February 29, 2008, among Union Bank of California, N.A., in its capacity as administrative agent (or any assignee of or successor to such administrative agent) under the Credit Agreement (as defined below) and on behalf of the Credit Parties (as defined below) (“Administrative Agent”), and Holly Corporation, a Delaware corporation (“Holly”).

RECITALS:

     A. Holly Energy Partners — Operating, L.P., a Delaware limited partnership (“Operating”), the financial institutions party thereto from time to time (individually, a “Financial Institution” and collectively, the “Financial Institutions”), the Financial Institutions issuing letters of credit thereunder from time to time, if any (individually, an “Issuing Bank” and collectively, the “Issuing Banks”), the Financial Institutions or any affiliate thereof that have entered into hedging arrangements with Operating or any subsidiary thereof from time to time (individually, a “Swap Counterparty” and collectively, the “Swap Counterparties” and, together with Administrative Agent, the Financial Institutions and the Issuing Banks, being collectively referred to herein as the “Credit Parties”) are parties to that certain Amended and Restated Credit Agreement dated as of August 27, 2007 (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified and/or restated from time to time, the “Credit Agreement”).

     B. The Financial Institutions are the present owners and holders of certain promissory notes dated February 25, 2008, executed by Operating and payable to the order of each such Financial Institution (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time and together with any additional notes issued under or pursuant to the Credit Agreement, the “Notes”). Administrative Agent, for the ratable benefit of the Credit Parties, is the beneficiary of that certain Mortgage, Deed of Trust, Security Agreement, Assignment of Rents and Leases, Fixture Filing and Financing Statement dated effective as of February 29, 2008 and that certain Leasehold Mortgage, Deed of Trust, Security Agreement, Assignment of Rents and Leases, Fixture Filing, and Financing Statement dated effective as of February 29, 2008 (as heretofore and hereafter

Attachment 1-1

renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time, collectively, the “Senior Mortgages”), and the secured party under certain other security agreements and documents entered into in connection with the Credit Agreement (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time, the “Security Instruments” and, together with the Credit Agreement, the Notes, the Senior Mortgages and any other documents, instruments and agreements executed and/or delivered in connection with the Credit Agreement, collectively, the “Senior Loan Documents”).

     C. Pursuant to the Senior Loan Documents and to secure the Notes and the other Secured Obligations (as defined in the Senior Mortgages), HEP Pipeline, L.L.C., a Delaware limited liability company (“Grantor”) and a subsidiary of Holly Energy Partners, L.P., a Delaware limited partnership (“HEP”) granted a security interest and mortgage lien to or for the benefit of Administrative Agent, covering the right, title and interest of Grantor in certain property described in Exhibits A through G attached hereto (the “Property”).

     D. Holly is the current owner of certain rights and interests under and pursuant to the provisions of that certain Pipelines and Tankage Agreement dated effective as of February 29, 2008 by and among Holly, Navajo Pipeline Co., L.P., a Delaware limited partnership, Navajo Refining Company, L.L.C., a Delaware limited liability company, Woods Cross Refining Company, L.L.C., a Delaware limited liability company, HEP, Operating, Grantor and HEP Woods Cross, L.L.C., a Delaware limited liability company (together with any amendments, restatements or modifications from time to time made thereto, the “Pipelines Agreement”).

     E. Holly is the current beneficiary of certain liens and security interests in a portion of the Property (the “Subordinated Liens”) under and pursuant to the provisions of that certain Mortgage and Deed of Trust (with Security Agreement and Financing Statement) (the “Holly Mortgage”) dated effective as of February 29, 2008 executed by Grantor to Christopher J. Dewar, Trustee, for the benefit of Holly, securing the Obligations (as defined in the Holly Mortgage and referred to herein as the “HEP Obligations”), such Holly Mortgage being recorded (or to be recorded) in various counties in the State of Texas.

     F. Holly has agreed to subordinate its Subordinated Lien under the Holly Mortgage (but not, pursuant to this Agreement, any of its rights and interests under the Pipelines Agreement) to (i) the Senior Mortgages and the other Senior Loan Documents, and (ii) any other mortgage, deed of trust or security instrument granted by a Purchaser (as defined in Section 3 below) or any subsequent purchaser of any portion of the Mortgaged Property (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time, a “Future Senior Mortgage”) that secures debt and obligations of, and other extensions of credit to, such Purchaser or purchaser (together with the Secured Obligations (as defined in the Senior Mortgages), referred to herein as the “Senior Secured Obligations”) and Administrative Agent has agreed that it and any such Purchaser at foreclosure of a Senior Mortgage shall recognize and not disturb or extinguish the Holly Mortgage, all on the terms and conditions hereinafter set forth.

Attachment 1-2

AGREEMENTS:

     NOW, THEREFORE, in consideration of Ten Dollars ($10) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Administrative Agent and Holly hereby covenant and agree as follows:

     1. Subordination of Holly Mortgage.

          (a) Subject to the provisions of Section 3 and Section 4 hereof, the Subordinated Liens of Holly under the Holly Mortgage and all of the terms, covenants and provisions of the Holly Mortgage, and all rights, remedies and options of Holly thereunder, are and shall at all times continue to be subject, subordinate and inferior in all respects to the Senior Loan Documents and any Future Senior Mortgage and to the liens and security interests thereof and to all amendments, modifications, and replacements thereof, with the same force and effect as if the Senior Loan Documents, or if applicable, the Future Senior Mortgage, had been executed, delivered and recorded prior to the execution, delivery and recordation of the Holly Mortgage. This Agreement is not intended, and shall not be construed, to (i) subordinate the rights and interests of Holly under the Pipelines Agreement (including Holly’s right to quiet enjoyment under the Pipelines Agreement or any claims, remedies or damages that may be due or available to, or become due or available to, Holly under the Pipelines Agreement), or (ii) subordinate the Holly Mortgage to any mortgage, deed of trust, assignment, security agreement, financing statement or other security document, other than, with respect to clause (ii), the Senior Loan Documents and the Future Senior Mortgage. Nothing in this Agreement shall impair, as between HEP, Operating, Grantor or any other Partnership Entity (as defined in the Pipelines Agreement), on the one hand, and Holly, on the other hand, the obligations of HEP, Operating, Grantor and any such other Partnership Entity, which are absolute and unconditional, to perform the HEP Obligations in accordance with their terms.

          (b) Notwithstanding anything herein or in the Holly Mortgage to the contrary, Holly hereby acknowledges and agrees, and Grantor by its consent to this Agreement acknowledges and agrees, that (i) in the event that any of the terms or provisions of this Agreement conflict with any terms or provisions of the Holly Mortgage, the terms or provisions of this Agreement shall govern and control for all purposes; and (ii) without the written prior consent of the Administrative Agent or the beneficiary of any Future Senior Mortgage (together with the Credit Parties, the “Senior Beneficiaries”), neither Holly nor Grantor (nor any future owner of the Mortgaged Property) will amend, revise, supplement, replace, restate, or otherwise modify the Holly Mortgage if such amendment, revision, supplement, replacement, restatement or other modification would be materially adverse to the rights of any Senior Beneficiary.

     2. Relative Rights and Priorities. Subject to the provisions of Section 1, Section 3 and Section 4 hereof:

          (a) Until the Senior Secured Obligations have been indefeasibly paid in full, all commitments to extend credit under the Credit Agreement (or if applicable, any agreement governing obligations secured by a Future Senior Mortgage) have terminated, and all letters of credit issued thereunder have been terminated and returned (the “Senior Obligations Payment Date”), Holly will not (i) commence any foreclosure (whether a judicial foreclosure or non-

Attachment 1-3

judicial foreclosure) of the Holly Mortgage, (ii) accept a deed or assignment in lieu of foreclosure, (iii) otherwise exercise any of its rights or remedies under the Holly Mortgage, or (iv) take any Enforcement Action.

          (b) Holly agrees that, until the Senior Obligations Payment Date has occurred:

               (i) it will not take or cause to be taken any action, the purpose or effect of which is to make any Subordinated Lien pari passu with or senior to, or to give Holly any preference or priority relative to, the liens and security interests with respect to the Senior Secured Obligations;

               (ii) it will not oppose, object to, interfere with, hinder or delay, in any manner, whether by judicial proceedings (including without limitation the filing of an Insolvency Proceeding (as herein defined)) or otherwise, any foreclosure, sale, lease, exchange, transfer or other disposition of the Mortgaged Property (as defined in the Holly Mortgage and with the same meaning herein as therein defined) by any of the Senior Beneficiaries or any other Enforcement Action taken by or on behalf of any of the Senior Beneficiaries;

               (iii) it has no right to (a) direct any of the Senior Beneficiaries to exercise any right, remedy or power with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or any Future Senior Mortgage or (b) consent or object to the exercise by any of the Senior Beneficiaries of any right, remedy or power with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or any Future Senior Mortgage or to the timing or manner in which any such right is exercised or not exercised (or, to the extent they may have any such right described in this clause (iii), whether as a junior lien creditor or otherwise, they hereby irrevocably waive such right);

               (iv) it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any of the Senior Beneficiaries seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, and none of the Senior Beneficiaries shall be liable for any action taken or omitted to be taken by any of the Senior Beneficiaries with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or any Future Senior Mortgage; and

               (v) the Senior Beneficiaries shall have the prior right to collect and receive any and all proceeds which may be paid or distributed in respect of the Mortgaged Property in any Insolvency Proceeding or otherwise arising from any sale or other disposition of the Mortgaged Property.

          (c) Until the Senior Obligations Payment Date has occurred, Holly agrees that it shall not, in, or in connection with, any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case, that is inconsistent with the terms or spirit of, or intent of the parties with respect to, this Agreement, including, without limitation, with respect to the determination of any liens or claims held by any of the Senior Beneficiaries (including the validity and enforceability thereof) or the value of any claims of such parties under the United States Bankruptcy Code or otherwise; provided that Holly may file a proof of claim in an Insolvency

Attachment 1-4

Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations imposed hereby; provided further, that if no proof of claim is filed in any Insolvency Proceeding with respect to the HEP Obligations by the 10th day prior to the bar date for such proof of claim, the Senior Beneficiaries may (but shall have no duty or obligation to), after notice to Holly, file such proof of claim, provided that the foregoing shall not confer to any Senior Beneficiary the right to vote on behalf of Holly in any insolvency proceeding.

          (d) Until the Senior Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against the owner of the Mortgaged Property, any of the Senior Beneficiaries shall have the exclusive right to take and continue any Enforcement Action with respect to the Mortgaged Property, without any consultation with or consent of Holly. Upon the occurrence and during the continuance of a default or an event of default under the Senior Loan Documents or any Future Senior Mortgage, any of the Senior Beneficiaries may take and continue any Enforcement Action with respect to the Senior Secured Obligations and the Mortgaged Property in such order and manner as they may determine in their sole discretion.

          (e) To the extent required, Holly hereby consents to the liens and security interests created by the Senior Mortgages and any Future Senior Mortgage, and Holly shall not object to or contest, or support any other person or entity in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any lien or security interest in the Mortgaged Property granted in favor of any of the Senior Beneficiaries. Notwithstanding any failure by any of the Senior Beneficiaries or Holly or their respective representatives to perfect their liens in the Mortgaged Property or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the liens in the Mortgaged Property granted in favor of any of the Senior Beneficiaries or Holly, the priority and rights as between any of the Senior Beneficiaries and Holly and its representatives with respect to the Mortgaged Property shall be as set forth herein.

     As used in this Section 2, the following terms shall have the following meanings:

     “Enforcement Action” means any demand for payment or acceleration thereof, the bringing of any lawsuit or other proceeding, the exercise of any rights and remedies, directly or indirectly, with respect to any Mortgaged Property, any enforcement or foreclosure of any lien or security interest, any sale in lieu of foreclosure, the taking of possession, exercise of any offset, repossession, garnishment, sequestration or execution, any collection of any Mortgaged Property, any notice to account debtors on any Mortgaged Property or the commencement or prosecution of enforcement of any of the rights and remedies under the Senior Loan Documents or applicable law, including without limitation the exercise of any rights of set-off or recoupment, and the exercise of any rights or remedies of a secured creditor under the uniform commercial code of any applicable jurisdiction, under the United States Bankruptcy Code, as amended from time to time or otherwise; provided, that, neither the exercise or enforcement by Holly of its rights under the Pipelines Agreement, nor the filing of a proof of claim in an Insolvency Proceeding, shall constitute an Enforcement Action.

Attachment 1-5

     “Insolvency Proceeding” means any proceeding in respect of bankruptcy, insolvency, winding up, receivership, dissolution or assignment for the benefit of creditors, in each of the foregoing events whether under the United States Bankruptcy Code, as amended from time to time or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law.

     3. Recognition and Non-Disturbance of Holly Mortgage. If Administrative Agent, any other Credit Party or any other person (Administrative Agent, any other Credit Party or such other person being herein called a “Purchaser”) shall become the owner of any part of the Property by reason of the foreclosure (whether a judicial foreclosure or non-judicial foreclosure) of a Senior Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise (any of such being herein called a “Foreclosure Event”), then for so long as the Pipelines Agreement is in effect, the Purchaser shall (i) recognize the Holly Mortgage, and the Holly Mortgage shall not be terminated or affected thereby, but shall continue in full force and effect upon all of the terms, covenants and conditions set forth in the Holly Mortgage, and (ii) be bound by and subject to all of the terms, provisions, covenants and conditions of the Holly Mortgage; provided, that, the Holly Mortgage shall be subordinated to any Future Senior Mortgage, regardless of whether such Future Senior Mortgage is a direct replacement of an existing Senior Mortgage or Security Instrument, and any such Future Senior Mortgage shall be considered a “Senior Mortgage” for purposes of this Agreement and the Holly Mortgage. Administrative Agent shall not claim, or seek adjudication, that the Holly Mortgage has been terminated or otherwise adversely affected by any Foreclosure Event.

     4. Pipelines Agreement. Administrative Agent recognizes and confirms that the Pipelines Agreement, and the rights and interests of Holly thereunder, shall in no way be restricted, limited or otherwise affected by this Agreement, the Holly Mortgage, the Senior Mortgages, any Future Senior Mortgage, the Security Instruments or any liens or security interests thereof; provided, however, that, Holly agrees that nothing in the Pipelines Agreement shall (a) prevent any Purchaser or subsequent purchaser from owning or operating the Mortgaged Property, so long as such Purchaser or subsequent purchaser shall have assumed, and be in compliance with, the Partnership Entities’ (as defined in the Pipelines Agreement) obligations under the Pipelines Agreement and shall have executed an “SNDA” as defined in, and in accordance with, Article 6 of the Holly Mortgage, or (b) be deemed to invalidate or require the release of any Senior Beneficiary’s liens in the Mortgaged Property in connection with the exercise by Holly of a purchase option under the Pipelines Agreement or otherwise. Holly shall not amend, modify or supplement the Pipelines Agreement without the prior written consent of the Majority Banks (as defined in the Credit Agreement); provided, that, such amendments, modifications or supplements may be made without the consent of the Majority Banks if such amendments, modifications or supplements (i) individually or in the aggregate, are not materially adverse to the rights of the Administrative Agent or the Financial Institutions, and (ii) individually or in the aggregate, do not materially decrease the economic benefit that Operating would have otherwise received pursuant to such agreement. Administrative Agent, both for itself and for any Purchaser, further agrees that upon any Foreclosure Event, the Pipelines Agreement shall not be terminated or affected thereby, nor shall Holly’s right to ship or store petroleum products through the pipelines or in the terminals, respectively, constituting a portion of the Property in accordance with the provisions of the Pipelines Agreement (or any other rights of Holly under the Pipelines Agreement) be affected or disturbed because of the Foreclosure

Attachment 1-6

Event, but rather the Pipelines Agreement shall continue in full force and effect as direct obligations between the Purchaser and Holly, upon all of the terms, covenants and conditions set forth in the Pipelines Agreement. Neither Administrative Agent nor any Purchaser shall claim, or seek adjudication, that the Pipelines Agreement has been terminated or otherwise adversely affected by any Foreclosure Event. Notwithstanding the foregoing, in the event that the Pipelines Agreement is rejected in bankruptcy or is otherwise terminated, the Purchaser shall, promptly upon request by Holly, enter into a Pipelines Agreement with Holly on substantially the same terms (and with tariffs and minimum volumes commensurate with those then applicable under the Pipelines Agreement) and conditions as the rejected or terminated Pipelines Agreement, but having a term commencing on the date on which Purchaser acquired title to any portion of the Property. The immediately preceding sentence shall be deemed to be a covenant running with the land and shall be binding on any person or entity that acquires title to all or party of the Property by, through or under a Senior Mortgage.

     5. Attornment With Respect to the Pipelines Agreement. Upon the occurrence of any Foreclosure Event, Holly shall attorn to the Purchaser, the Purchaser shall accept such attornment, and the Purchaser and Holly shall be bound to each other under all of the terms, provisions, covenants and conditions of the Pipelines Agreement; provided, that, except for Holly’s express rights and remedies under the Pipelines Agreement, in no event shall the Purchaser be liable for any act, omission, default, misrepresentation, or breach of warranty of HEP, Grantor or any other Partnership Entity (as defined in the Pipelines Agreement) (or any owner of the Mortgaged Property prior to such Purchaser) or obligations accruing prior to Purchaser’s actual ownership of the Property. The provisions of this Agreement regarding attornment by Holly shall be self-operative and effective without the necessity of execution of any new document on the part of any party hereto or the respective heirs, legal representatives, successors or assigns of any such party. Holly agrees, however, to execute and deliver upon the request of Purchaser, any instrument or certificate which in the reasonable judgment of Purchaser may be necessary or appropriate to evidence such attornment.

     6. Estoppel Certificate. Holly agrees to execute and deliver from time to time, upon the request of any of the Senior Beneficiaries, a certificate regarding the status of the Pipelines Agreement, consisting of statements, if true (or if not, specifying why not), (a) that the Pipelines Agreement is in full force and effect, (b) the date through which payments have been paid, (c) the date of the commencement of the term of the Pipelines Agreement, (d) the nature of any amendments or modifications of the Pipelines Agreement, (e) to Holly’s actual knowledge without investigation, no default, or state of facts which with the passage of time or notice (or both) would constitute a default, exists under the Pipelines Agreement, (f) to Holly’s actual knowledge without investigation, no setoffs, recoupments, estoppels, claims or counterclaims exist against HEP or any other Partnership Entity (as defined in the Pipelines Agreement) under the Pipelines Agreement, and (g) such other factual matters as may be reasonably requested.

     7. [Intentionally Omitted].

     8. Reliance on Notices. Grantor agrees that Holly may rely upon any and all notices from Administrative Agent or any Purchaser, even if such conflict with notices from Grantor.

Attachment 1-7

     9. Notices. All notices, consents and other communications pursuant to the provisions of this Agreement shall be in writing and shall be sent by (a) registered or certified mail, postage prepaid, return receipt requested, (b) nationally recognized overnight delivery service, or (c) telecopier, addressed as follows:

If to Administrative Agent:	Union Bank of California, N.A.
	445 South Figueroa Street, 15th Floor
	Los Angeles, California 90071
	Attention: Sean Murphy
	Telecopy: (213) 236-6823
If to Holly:	Holly Corporation
	100 Crescent Court, Suite 1600
	Dallas, Texas 75201-6927
	Attention: General Counsel
	Telecopy: (214) 871-3523

Notice sent by registered or certified mail, postage prepaid, return receipt requested, shall be deemed given and received on the third Business Day (hereinafter defined) after being deposited in the United States mail, notice sent by nationally recognized overnight delivery service shall be deemed given in conformity with this paragraph and received on the first Business Day after being deposited with such delivery service, and notice given by telecopier shall be deemed given and received upon actual receipt if received during the recipient’s normal business hours or at the beginning of the recipient’s next Business Day after receipt if not received during the recipient’s normal business hours. Each party may designate a change of address by notice to the other party. “Business Day” means a day upon which commercial banks are not authorized or required by law to close in Dallas, Texas.

     10. Binding Effect. This Agreement shall be binding upon Administrative Agent, Holly and any Purchaser and inure to the benefit of the Senior Beneficiaries and Holly and their respective successors and assigns. Grantor has assigned to Administrative Agent its rights hereunder, and the Partnership Entities (as defined in the Pipelines Agreement) have assigned to Administrative Agent their rights under the Pipelines Agreement by way of a collateral assignment. The parties agree that any person that shall become the owner of any of the rights of Grantor hereunder, or any of the rights of such Partnership Entities under the Pipelines Agreement by reason of foreclosure (whether a judicial foreclosure or non-judicial foreclosure and including, without limitation, Administrative Agent) or the acceptance of a deed or assignment in lieu of foreclosure or otherwise shall (a) have the same rights as Grantor hereunder, and such Partnership Entities under the Pipelines Agreement, including, without limitation, under this Section 10, and (b) be bound by and subject to all of the terms, provisions, covenants and conditions of this Agreement.

     11. General Definitions. The term “Administrative Agent” as used herein shall include the successors and assigns of Administrative Agent. The term “HEP” as used herein shall include the successors and assigns of HEP under the Pipelines Agreement, but shall not mean or include Administrative Agent. The term “Property” as used herein shall mean the Property, the improvements now or hereafter located thereon and the estates therein encumbered

Attachment 1-8

by the Senior Mortgages. The term “Holly” as used herein shall include the successors and assigns of Holly hereunder and under the Pipelines Agreement including, without limitation, any Holly Successor.

     12. Modifications. This Agreement may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto.

     13. Governing Law. This Agreement shall be governed by and construed under the laws of the State in which the Property is located.

     14. Duplicate Originals; Counterparts. This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of such together shall constitute a single Agreement.

     15. Further Assurances. Without unreasonable delay and to the extent requested by HEP, subject to Section 4 hereof and Article 6 of the Holly Mortgage, Holly will enter into new Subordination, Non-Disturbance and Attornment Agreements, if necessary or advisable, to facilitate the extension, amendment, supplement, restatement, replacement or refinancing of the indebtedness under the Credit Agreement.

[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

Attachment 1-9

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

ADMINISTRATIVE AGENT:	UNION BANK OF CALIFORNIA, N.A., as Administrative Agent
	By:
		Name:
		Title:
HOLLY:	HOLLY CORPORATION
	By:
		Bruce R. Shaw
		Senior Vice President and Chief Financial Officer

Attachment 1-10

GRANTOR’S CONSENT

     The undersigned hereby consents to the foregoing Subordination, Non-Disturbance and Attornment Agreement and, without limitation, agrees to the provisions of Section 1 thereof.

HEP PIPELINE, L.L.C.
By:	HOLLY ENERGY PARTNERS  —
	OPERATING, L.P., its Sole Member
By:
	David G. Blair,
	Senior Vice President

Attachment 1-11

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     THIS INSTRUMENT was acknowledged before me on                                         , 2008 by                                                              ,                                          of Union Bank of California, N.A., a national banking association, as Administrative Agent, on behalf of such banking association.

My Commission Expires
	Notary Public in and for the State of Texas
	Printed Name of Notary

Attachment 1-12

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     THIS INSTRUMENT was acknowledged before me on                                         , 2008 by Bruce R. Shaw, Senior Vice President and Chief Financial Officer of Holly Corporation, a Delaware corporation , on behalf of such corporation.

My Commission Expires
	Notary Public in and for the State of Texas
	Printed Name of Notary

Attachment 1-13

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     This instrument was acknowledged before me on                                         , 2008, by David G. Blair, Senior Vice President of Holly Energy Partners — Operating, L.P., a Delaware limited partnership, sole member of HEP Pipeline, L.L.C., a Delaware limited liability company, on behalf of said limited liability company and limited partnership.

My Commission Expires
	Notary Public in and for the State of Texas
	Printed Name of Notary

Attachment 1-14

EXHIBIT A

PIPELINE FEE LAND

Lovington Crude Oil Pipeline Tankage Gaines County, Texas

State	County	Original Grantor	Original Grantee	Document Type	Document Date	Recording Date	Book / Page
Russell Station
Texas	Gaines	ARCO Pipe Line Company	Navajo Pipeline Company	Fee (SWD)	1/31/2000	4/28/2000	701 / 459
Riley Station
Texas	Gaines	ARCO Pipe Line Company	Navajo Pipeline Company	Fee (SWD)	1/31/2000	4/28/2000	701 / 463

Attachment 1-15

EXHIBIT B

PIPELINE LEASES

• Surface Sublease dated February 28, 1992, originally between ARCO Pipe Line Company and Koch Gathering Systems, Inc. (as the same may from time to time be amended, modified, supplemented, extended, renewed, restated, or replaced) covering a 150’ X 135’ tract of land in the South Half of Section 251, Block G, Patent No. 18, Script No. 109, Gaines County, Texas. The Subleased area is part of the land described in the Lease granted by Magnolia Petroleum Company and The Atlantic Refining Company to Atlantic Pipe Line Company on March 8, 1940. Said Lease is recorded in Volume 26, Page 52 of the O&GL Records of Gaines County, Texas.

• Partial Assignment and Sublease Agreement dated June 17, 1998, originally between ARCO Pipe Line Company and Phillips Petroleum Company (as the same may from time to time be amended, modified, supplemented, extended, renewed, restated, or replaced), which instrument is described and referred to in that certain memorandum of lease recorded in Volume 660, Page 547 of the Official Public Records of Gaines County, Texas

Attachment 1-16

EXHIBIT C

PIPELINE EASEMENTS

Lovington Delivery System: Gaines County, Texas

State	County	Original Grantor	Original Grantee	Document Type	Document Date	Recording Date	Book / Page
Russell to Lovington Segment
Texas	Gaines	Higg Ranch Inc., Phil Stroud President	Navajo Pipeline Co. L.P.	ROW	11/23/2005	2/16/2006	20060753 (doc.#)
Texas	Gaines	Commissioners Court of Gaines County, Texas	Navajo Pipeline Co., L.P.	Permit	1/23/2006
Texas	Gaines	Gerald Smith	Navajo Pipeline Co. L.P.	ROW	12/8/2005	2/16/2006	20060752 (doc.#)
Russell to Hobbs Segment
Texas	Gaines	E. H. Jones	American Liberty Pipe Line Company	ROW	3/9/1939	10/6/1939	57 / 286 Sec. 453 only
Texas	Gaines	B. M. Cox and wife Opal G. Cox	American Liberty Pipe Line Company	ROW	3/16/1939	10/6/1939	57 / 291
Texas	Gaines	Higg Ranch, Inc.	ARCO Pipe Line Company	ROW	2/1/1993	6/17/1993	585 / 784
Texas	Gaines	J. D. Browne and wife Viola Browne	American Liberty Pipe Line Company	ROW	3/10/1939	10/6/1939	57 / 302
Texas	Gaines	B. M. Ancell and wife Olive Ancell	American Liberty Pipe Line Company	ROW	3/11/1939	10/9/1939	57 / 305
Texas	Gaines	Anna May Lane, Admx.	American Liberty Pipe Line Company	ROW	3/20/1939	10/6/1939	57 / 304
Texas	Gaines	Iona Davis, and Husband Dewey Davis	American Liberty Pipe Line Company	ROW	4/11/1939	10/6/1939	57 / 300
Texas	Gaines	William G. Spears and Jaynette B. Spears	Navajo Pipeline Co. L.P.	ROW	1/13/2004	1/16/2004	791 / 547
Texas	Gaines	D. G. Chiles	Atlantic Pipe Line Company	Cathodic Easement	11/20/1970	12/11/1970	326 / 547

Attachment-1-17

State	County	Original Grantor	Original Grantee	Document Type	Document Date	Recording Date	Book / Page
Texas	Gaines	Gaines County					F.M. 3308
Texas	Gaines	Mrs. Cora West, and husband, W. H. West	American Liberty Pipe Line Company	ROW	4/11/1939	10/7/1939	57 / 308
Texas	Gaines	W. E. Fairman and Mrs. Jennie Trent Dew, a widow	American Liberty Pipe Line Company	ROW	4/4/1939	10/7/1939	57 / 307
Gaines to Hobbs Segment 6”
Texas	Gaines	Pedro Gomez Maria Gomez	Navajo Pipeline Co. L.P.	ROW	6/9/2004	5/6/2005	Doc. # 2005-1743
Texas	Gaines	Gary M. Schubert Marcia J. Schubert	Navajo Pipeline Co. L.P.	ROW	3/23/2004	5/6/2004	No. 2007-3711

Crude Gathering Lines (steel) Gaines County, Texas

State	County	Original Grantor	Original Grantee	Document Type	Document Date	Recording Date	Book / Page
Wood Station to Russell Station Segment
Texas	Gaines	Cecil M. Higginbotham, et al.	Atlantic Pipe Line Company	ROW	8/28/1953	11/25/1953	130 / 31
Texas	Gaines	William H. Pierson, et al.	Atlantic Pipe Line Company	ROW	9/5/1953	11/25/1953	130 / 68
Texas	Gaines	S.W. Vestal	Atlantic Pipe Line Company	ROW	8/25/1953	11/25/1953	130 / 66
Texas	Gaines	Fred S. Barrett	Atlantic Pipe Line Company	ROW	8/28/1953	11/25/1953	130 / 71
Texas	Gaines	Texas State Highway Department	Atlantic Pipe Line Company	Permit	4/22/1954	—	Control No. 1836
Texas	Gaines	McCarthey Land Co.	ARCO Pipe Line Company	Gate Valve Contract	11/17/1982	12/6/1982	281 / 800
Texas	Gaines	R. Whitaker	Atlantic Pipe Line Company	ROW	8/25/1953	11/25/1953	130 / 73
Texas	Gaines	I.O. Hughlett	Atlantic Pipe Line Company	ROW	8/22/1961	9/6/1961	214 / 652

Attachment 1-18

State	County	Original Grantor	Original Grantee	Document Type	Document Date	Recording Date	Book / Page
Texas	Gaines	J.J. Belew and R.O. Belew, et al.	Atlantic Pipe Line Company	ROW	9/1/1953	11/25/1953	130 / 75
Texas	Gaines	Helen Murray, and her Husband, R.J. Murray (1/2 int.)	Atlantic Pipe Line Company	ROW	9/8/1953	11/25/1953	130 / 79
Texas	Gaines	Ester Cooper Cannon	Atlantic Pipe Line Company	ROW	9/18/1953	11/25/1953	130 / 77
Texas	Gaines	Thomas R. Coffee, and wife, Nancy Coffee	ARCO Pipe Line Company	ROW	4/23/1974	4/29/1974	358 / 1003
Texas	Gaines	C.E. Smith, et al.	Atlantic Pipe Line Company	ROW	10/10/1953	11/25/1953	130 / 81
Texas	Gaines	W.J. McMurry	Atlantic Pipe Line Company	ROW	10/1/1953	11/25/1953	130 / 84
Texas	Gaines	Gaines County	Atlantic Pipe Line Company	Permit	5/7/1954	—	Stations 541 + 19 and 447 + 40
Texas	Gaines	J.C. Williamson and wife, Janette Maxine Williamson	Atlantic Pipe Line Company	ROW	9/30/1953	11/25/1953	130 / 86(85)
Texas	Gaines	H.R. Cope	Atlantic Pipe Line Company	ROW	8/26/1953	11/25/1953	130 / 88
Texas	Gaines	Gus O. Birdwell	Atlantic Pipe Line Company	ROW	9/4/1953	11/25/1953	130 / 90
Texas	Gaines	Roscoe Robinson	ARCO Pipe Line Company	ROW	9/25/1982	12/6/1982	281 / 803
Texas	Gaines	Ralph S. Bolen	Atlantic Pipe Line Company	ROW	2/23/1955	3/21/1955	143 / 467
Texas	Gaines	Wayne S. Butler	Atlantic Pipe Line Company	ROW	9/8/1953	11/25/1953	130 / 92
Texas	Gaines	S.R. Simpson	Atlantic Pipe Line Company	ROW	8/26/1953	11/25/1953	130 / 94
Texas	Gaines	Alvin Shambeck	Atlantic Pipe Line Company	ROW	8/27/1953	11/25/1953	130 / 96

Attachment 1-19

State	County	Original Grantor	Original Grantee	Document Type	Document Date	Recording Date	Book / Page
Texas	Gaines	Magnolia Petroleum Company, and The Atlantic Refining Co.	Atlantic Pipe Line Company	ROW	9/10/1953	11/25/1953	130 / 98
Texas	Gaines	Phillips Petroleum Company	Atlantic Pipe Line Company	ROW	10/7/1953	11/25/1953	130 / 101
Riley Station to Russell Station Segment
Texas	Gaines	James B. Riley Robert J. Riley	American Liberty Pipe Line company	ROW/Station Site	3/6/1940	12/4/1940	60 / 507
Texas	Gaines	Florence Matthews, a Feme Sole	American Liberty Pipe Line Company	ROW	3/27/1939	10/6/1939	57 / 289
Texas	Gaines	E.H. Jones	American Liberty Pipe Line Company	ROW	3/9/1939	10/6/1939	57 / 286
Texas	Gaines	G.M. Cox and Wife, Opal G. Cox, et al.	American Liberty Pipe Line Company	ROW	3/16/1939	10/6/1939	57 / 291
Texas	Gaines	Higg Ranch, Inc.	ARCO Pipe Line Company	ROW	2/1/1993	6/17/1993	585 / 784
Baumgart Station to Riley Station Segment
Texas	Gaines	Occidental Permian LPT	Navajo Pipeline Company	ROW	8/1/2005	8/11/2005	Doc. No. 2005-2982
Texas	Gaines	Texas Department of Transportation (TxDOT)	Navajo Pipeline Company	Permit	9/8/2005	—	Station 252 + 29 RW-09G05151; F.M. 2055
Texas	Gaines	Continental Oil Company	American Liberty Pipe Line Company	ROW	3/15/1939	10/6/1939	57 / 294
Texas	Gaines	Amon G. Carter	American Liberty Pipe Line Company	ROW	3/11/1939	10/9/1939	57 / 287
Texas	Gaines	Harris/George, et al.	Atlantic Pipe Line Company	ROW	7/14/1965	8/30/1965	260 / 467

Attachment 1-20

State	County	Original Grantor	Original Grantee	Document Type	Document Date	Recording Date	Book / Page
Texas	Gaines	George Baumgart	American Liberty Pipe Line Company	ROW	3/7/1940	2/6/1950	102 / 342

Attachment 1-21

EXHIBIT D

PIPELINE IMPROVEMENTS

• A 12-inch diameter, 23 mile line running from Russell, Gaines County, Texas, to Lovington, Lea County, New Mexico;

• A six-inch, 20 mile line running from Russell, Gaines County, Texas, to Hobbs, Lea County, New Mexico;

• A six-inch, six mile line running from Gaines, Gaines County, Texas, to Hobbs, Lea County, New Mexico;

• Russell Station, including all tanks, pump stations and other associated equipment, including without limitation Tanks 5101, 5102 and 5103, Gaines County, Texas;

• Wood Station, including all tanks, pump stations and other associated equipment, including without limitation Tanks 5301 and 5302, Gaines County, Texas;

• Riley Station, including all tanks, pump stations and other associated equipment, including without limitation Tanks 5001 and 5003, Gaines County, Texas;

• A six-inch, 13.5 mile line running from Wood Station, Gaines County, Texas, to Russell Station, Gaines County, Texas;

• A six-inch, five mile line running from Riley Station, Gaines County, Texas, to Russell Station, Gaines County, Texas;

• A six-inch, seven mile line running from Baumgart Station, Yoakum County, Texas, to Riley Station, Gaines County, Texas.

• Russell Station lease connection lines, Gaines County, Texas;

• Wood Station (Seminole Gathering) lease connection lines, Gaines County, Texas.

Attachment 1-22

EXHIBIT E

PIPELINE CONTRACTS

None.

Attachment 1-23

EXHIBIT F

PIPELINE PERMITS

To the extent assignable, all permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals now or hereafter granted by any Governmental Entity to Grantor or its predecessors in interest pertaining solely to the ownership or operation of the Pipelines.

Attachment 1-24

EXHIBIT G

PIPELINES

• A 12-inch diameter, 23 mile line running from Russell, Gaines County, Texas, to Lovington, Lea County, New Mexico;

• A six-inch, 20 mile line running from Russell, Gaines County, Texas, to Hobbs, Lea County, New Mexico;

• A six-inch, six mile line running from Gaines, Gaines County, Texas, to Hobbs, Lea County, New Mexico

• A six-inch, 13.5 mile line running from Wood Station, Gaines County, Texas, to Russell Station, Gaines County, Texas;

• A six-inch, five mile line running from Riley Station, Gaines County, Texas, to Russell Station, Gaines County, Texas;

• A six-inch, seven mile line running from Baumgart Station, Yoakum County, Texas, to Riley Station, Gaines County, Texas.

• Russell Station lease connection lines, Gaines County, Texas;

• Wood Station (Seminole Gathering) lease connection lines, Gaines County, Texas

Attachment 1-25

EX-10.6

PREPARED BY AND WHEN
RECORDED RETURN TO:

Holly Corporation
100 Crescent Court, Suite 1600
Dallas, Texas 75201-6927
Attn: General Counsel NOTICE OF CONFIDENTIALITY RIGHTS: If you are a natural person, you may remove or strike any or all of the following information from this instrument in the public records: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.

MORTGAGE AND DEED OF TRUST
(WITH SECURITY AGREEMENT AND FINANCING STATEMENT)

BY

HEP PIPELINE, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY,
AS GRANTOR

TO

CHRISTOPHER J. DEWAR,
AS TRUSTEE

FOR THE BENEFIT OF

HOLLY CORPORATION,
A DELAWARE CORPORATION
AS BENEFICIARY

DATED EFFECTIVE AS OF FEBRUARY 29, 2008

THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A TRANSMITTING UTILITY.

THIS INSTRUMENT COVERS GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN AND IS TO BE FILED FOR RECORD IN THE RECORDS WHERE MORTGAGES ON REAL ESTATE ARE RECORDED. ADDITIONALLY, THIS INSTRUMENT SHOULD BE APPROPRIATELY INDEXED, NOT ONLY AS A MORTGAGE, BUT ALSO AS A FINANCING STATEMENT COVERING GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN. THE MAILING ADDRESSES OF THE GRANTOR (DEBTOR) AND BENEFICIARY (BENEFICIARY) ARE SET FORTH IN THIS INSTRUMENT.

MORTGAGE AND DEED OF TRUST
(WITH SECURITY AGREEMENT AND FINANCING STATEMENT)

This MORTGAGE AND DEED OF TRUST (WITH SECURITY AGREEMENT AND FINANCING STATEMENT) (hereinafter referred to as this “Deed of Trust”), is entered into effective as of the 29th day of February, 2008, by HEP PIPELINE, L.L.C., a Delaware limited liability company (hereinafter referred to as “Grantor”), a subsidiary of Holly Energy Partners, L.P., a Delaware limited partnership (“HEP”), whose address for notice hereunder is at 100 Crescent Court, Suite 1600, Dallas, Texas 75201-6927, Attention: General Counsel, facsimile number (214) 871-3523, to Christopher J. Dewar, Trustee (hereinafter referred to in such capacity as “Trustee”), whose address is 2001 Ross Avenue, Suite 3700, Dallas, Texas 75201, for the benefit of the herein below defined Beneficiary.

WITNESSETH:

ARTICLE 1

DEFINITIONS

1.1 Definitions. As used herein, the following terms shall have the following meanings:

(a) Affiliate: 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 shares or the equivalent and elected directors, managers or Persons performing similar functions, the ownership of or power to vote, directly or indirectly, shares or the equivalent representing more than 50% of the power to vote in the election of directors, managers or Persons performing similar functions, (ii) ownership of more than 50% 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.

(b) Beneficiary: Holly Corporation, a Delaware corporation whose address for notice hereunder is 100 Crescent Court, Suite 1600, Dallas, Texas 75201-6927, Attention: General Counsel.

(c) Contracts: The Pipeline Contracts.

(d) Deed of Trust: Shall have the meaning set forth in the introductory paragraph hereof.

(e) Easements: The Pipeline Easements.

(f) Event of Default: Any happening or occurrence described in Article 7 of this Deed of Trust.

(g) Fixtures: All materials, supplies, equipment, apparatus and other items now or hereafter acquired by Grantor and now or hereafter attached to, installed in or used in

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connection with (temporarily or permanently) the Real Property or the Pipelines, together with all accessions, replacements, betterments and substitutions for any of the foregoing and the proceeds thereof.

(h) Governmental Entity: Any court, governmental department, commission, council, board, bureau, agency or other judicial, administrative, regulatory, legislative or other instrumentality of the United States of America or any foreign country, or any state, county, municipality or local governmental body or political subdivision or any such other foreign country.

(i) Grantor: The above defined Grantor, whether one or more, and any and all subsequent owners of the Mortgaged Property or any part thereof.

(j) Impositions: All real estate and personal property taxes; water, gas, sewer, electricity and other utility rates and charges; charges for any easement, license or agreement maintained for the benefit of the Mortgaged Property; and all other taxes, charges and assessments and any interest, costs or penalties with respect thereto, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which at any time prior to or after the execution hereof may be assessed, levied or imposed upon the Mortgaged Property or the ownership, use, occupancy or enjoyment thereof.

(k) Improvements: The Pipeline Improvements.

(l) Leases: Any and all leases, subleases, licenses, concessions or other agreements (written or verbal, now or hereafter in effect) which grant a possessory interest in and to, or the right to use, the Mortgaged Property, and all other agreements, such as utility contracts, maintenance agreements and service contracts, which in any way relate to the use, occupancy, operation, maintenance, enjoyment or ownership of the Mortgaged Property, save and except any and all leases, subleases or other agreements pursuant to which Grantor is granted a possessory interest in the Real Property.

(m) Legal Requirements: (i) Any and all laws, statutes, codes, rules, regulations, ordinances, judgments, orders, writs, decrees, requirements or determinations of any Governmental Entity, and (ii) to the extent not covered by clause (i) immediately above, any and all requirements of permits, licenses, certificates, authorizations, concessions, franchises or other approvals granted by any Governmental Entity.

(n) Mortgaged Property: The Pipeline Assets, together with:

(i) all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances in anywise appertaining thereto, and all right, title and interest of Grantor in and to any streets, ways, alleys, strips or gores of land adjoining the Real Property or any part thereof; and

(ii) all betterments, additions, alterations, appurtenances, substitutions, replacements and revisions thereof and thereto and all reversions and remainders therein; and

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(iii) all other property and rights of Grantor of every kind and character to the extent specifically relating to and used or to be used solely in connection with the foregoing property, and all proceeds and products of any of the foregoing.

As used in this Deed of Trust, the term “Mortgaged Property” shall be expressly defined as meaning all or, where the context permits or requires, any portion of the above, and all or, where the context permits or requires, any interest therein. Notwithstanding anything to the contrary herein, in no event shall the term “Mortgaged Property” include any Product owned by third parties that may be shipped through or stored at or in any of the Mortgaged Property.

(o) Obligations: Shall have the meaning given such term in Section 2.1.

(p) Permits: The Pipeline Permits.

(q) Permitted Encumbrances: Any of the following matters:

(i) any (A) inchoate liens, security interests or similar charges constituting or securing the payment of expenses which were incurred incidental to the ownership and operation of the Pipelines (collectively, the “Operations”) or the operation, storage, transportation, shipment, handling, repair, construction, improvement or maintenance of the Mortgaged Property, and (B) materialman’s, mechanics’, repairman’s, employees’, contractors’, operators’, warehousemen’s, barge or ship owner’s and carriers’ liens or other similar liens, security interests or charges for liquidated amounts arising in the ordinary course of business incidental to the conduct of the Operations or the ownership and operation of the Mortgaged Property, securing amounts the payment of which is not delinquent and that will be paid in the ordinary course of business or, if delinquent, that are being contested in good faith with any action or proceeding to foreclose or attach any of the Mortgaged Property on account thereof properly stayed; (ii) any liens or security interests for Taxes not yet delinquent or, if delinquent, that are being contested in good faith in the ordinary course of business with any action or proceeding to foreclose or attach any of the Mortgaged Property on account thereof properly stayed; (iii) any liens or security interests reserved in leases, rights of way or other real property interests for rental or for compliance with the terms of such leases, rights of way or other real property interests, provided payment of the debt secured is not delinquent or, if delinquent, is being contested in good faith in the ordinary course of business with any action or proceeding to foreclose or attach any of the Mortgaged Property on account thereof properly stayed; (iv) all prior reservations of minerals in and under or that may be produced from any of the lands constituting part of the Mortgaged Property or on which any part of the Mortgaged Property is located; (v) all liens (other than liens for borrowed money), security interests, charges, easements, restrictive covenants, encumbrances, contracts, instruments, obligations, discrepancies, conflicts, shortages in area or boundary lines, encroachments or protrusions, or overlapping of improvements, defects, irregularities and other matters affecting or encumbering title to the Mortgaged Property which individually or in the

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aggregate are not such as to unreasonably or materially interfere with or prevent any material operations conducted on the Mortgaged Property; (vi) rights reserved to or vested in any Governmental Entity to control or regulate any of the Mortgaged Property or the Operations and all Legal Requirements of such authorities, including any building or zoning ordinances and all environmental laws; (vii) any contract, easement, instrument, lien, security instrument, permit, amendment, extension or other matter entered into by a party in accordance with the terms of the Purchase Agreement (as defined in the Pipelines Agreement) or in compliance with the approvals or directives of the other party made pursuant to such Purchase Agreement; (viii) all Post-Closing Consents (as defined in the Purchase Agreement); (ix) defects in the early chain of the title consisting of the mere failure to recite marital status in a document or omissions of successions of heirship proceedings, unless such failure or omission results in another Person’s superior claim of title to the Pipeline Easements or relevant portion thereof; (x) any assertion of a defect based on a lack of a survey with respect to the Pipelines; (xi) any title defect affecting (or the termination or expiration of) any easement, right of way, leasehold interest or fee interest affecting property over which the Pipelines pass which has been replaced prior to the date of this Deed of Trust by an easement, right of way, leasehold interest or fee interest covering substantially the same land or the portion thereof used by Beneficiary or its Affiliates; and (xii) all Senior Liens.

(r) Person: An individual, a corporation, a partnership, a limited liability company, an association, a trust, or any other entity or organization, including, without limitation, any Governmental Entity.

(s) Personalty: The Pipeline Equipment, and all other personal property (other than the Fixtures) and intangible assets of any kind or character as defined in and subject to the provisions of the Uniform Commercial Code Article 9 — Secured Transactions, as the same is codified and in effect in Texas, which are now or hereafter located or to be located upon, within or about the Real Property, or which are or may be used in or related to the planning, development, financing or operation of the Mortgaged Property, together with all accessories, replacements and substitutions thereto or therefor and the proceeds thereof.

(t) Pipeline Assets: All of the following assets, properties and rights, whether real, personal or mixed, which are owned or held for use by Grantor solely in connection with the ownership or operation of those certain pipelines described on Exhibit G (the “Pipelines”):

(i) All parcels of fee simple real property now or hereafter owned by Grantor on which any part of the Pipelines are located including, without limitation, the property held in fee by Grantor described on Exhibit A, if any (collectively, the “Pipeline Fee Land”);

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(ii) All leases of real property now or hereafter entered into or acquired by Grantor on which all or a part of the Pipelines are located, including, without limitation, the leases described on Exhibit B, if any (the “Pipeline Leases”);

(iii) All easements, rights-of-way, property use agreements, line rights and real property licenses (including right-of-way permits from railroads and road crossing permits or other right-of-way permits from Governmental Entities) required to operate the Pipelines now or hereafter entered into or acquired by Grantor, including, without limitation, the easements, rights-of-way, property use agreements, line rights and real property licenses described on Exhibit C (the “Pipeline Easements”);

(iv) All structures, fixtures and appurtenances (A) located on the Pipeline Fee Land, (B) located on the land subject to the Pipeline Leases, or (C) located within the Pipeline Easements, and now or hereafter owned by Grantor, including, without limitation, any buildings, pipelines, pumping facilities, refinery tanks, crude oil tanks and crude oil pipeline tanks described on Exhibit D (collectively, the “Pipeline Improvements”);

(v) To the extent same do not constitute Pipeline Improvements, any and all fittings, cathodic protection ground beds, rectifiers, other cathodic or electric protection devices, tanks, machinery, engines, pipes, pipelines, valves, valve boxes, connections, gates, scraper trap extenders, telecommunication facilities and equipment (including microwave and other transmission towers), lines, wires, computer hardware, fixed or mobile machinery and equipment, vehicle refueling tanks, pumps, heating and non-pipeline pumping stations, fittings, tools, furniture and metering equipment now owned or hereafter acquired by Grantor (the “Pipeline Equipment”);

(vi) The contracts, agreements, leases and other legally binding rights and obligations of Grantor described on Exhibit E, if any, but excluding those contracts and agreements constituting Pipeline Leases and Pipeline Easements (the “Pipeline Contracts”);

(vii) Intellectual property rights and related computer software;

(viii) All permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals now or hereafter granted by any Governmental Entity to Grantor or its predecessors in interest pertaining solely to the ownership or operation of the Pipelines, including, without limitation, those permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals described on Exhibit F, in each case to the extent the same are assignable (the “Pipeline Permits”); and

(ix) All records and documents now or hereafter acquired by Grantor relating solely to the ownership, condition or operation of the Pipeline Assets (the “Pipeline Records”).

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(u) Pipeline Contracts: Shall have the meaning set forth in subsection (vi) of the definition of Pipeline Assets.

(v) Pipeline Easements: Shall have the meaning set forth in subsection (iii) of the definition of Pipeline Assets.

(w) Pipeline Equipment: Shall have the meaning set forth in subsection (v) of the definition of Pipeline Assets.

(x) Pipeline Fee Land: Shall have the meaning set forth in subsection (i) of the definition of Pipeline Assets.

(y) Pipeline Improvements: Shall have the meaning set forth in subsection (iv) of the definition of Pipeline Assets.

(z) Pipeline Leases: Shall have the meaning set forth in subsection (ii) of the definition of Pipeline Assets.

(aa) Pipeline Permits: Shall have the meaning set forth in subsection (viii) of the definition of Pipeline Assets.

(bb) Pipeline Real Property: Collectively, the Pipeline Fee Land, the Pipeline Leases, the Pipeline Improvements and the Pipeline Easements.

(cc) Pipeline Records: Shall have the meaning set forth in subsection (ix) of the definition of Pipeline Assets.

(dd) Pipelines: Shall have the meaning set forth in the first paragraph of the definition of Pipeline Assets.

(ee) Pipelines Agreement: That certain Pipelines and Tankage Agreement dated effective as of February 29, 2008, by and among Beneficiary, Navajo Pipeline Co., L.P., a Delaware limited partnership, Navajo Refining Company, L.L.C., a Delaware limited liability company, Woods Cross Refining Company, L.L.C., a Delaware limited liability company, HEP, Holly Energy Partners—Operating, L.P., a Delaware limited partnership, Grantor and HEP Woods Cross, L.L.C., a Delaware limited liability company.

(ff) Product: Crude oil, gas oil, diesel, kerosene, casinghead, naphtha, normal butane and isobutane transported through the Pipelines.

(gg) Purchase Agreement: That certain Purchase and Sale Agreement dated effective as of February 29, 2008 by and among Beneficiary, Navajo Pipeline Co., L.P., a Delaware limited partnership, Woods Cross Refining Company, L.L.C., a Delaware limited liability company, Navajo Refining Company, L.L.C., a Delaware limited liability company, HEP, Holly Energy Partners — Operating, L.P., a Delaware limited partnership, HEP Woods Cross, L.L.C., a Delaware limited liability company, and Grantor.

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(hh) Real Property: The Pipeline Real Property.

(ii) Security Documents: This Deed of Trust and any and all other documents now or hereafter executed by Grantor or any other Person to evidence or secure the performance of the Obligations.

(jj) Senior Bank Liens: Collectively, (i) each lien and security interest in all or any portion of the Mortgaged Property heretofor or hereafter granted by Grantor or its Affiliates under the Senior Credit Agreement, and (ii) each lien and security interest in all or any portion of the Mortgaged Property hereafter granted by any Person who acquires an interest in all or any portion of the Mortgaged Property securing senior debt of such Person.

(kk) Senior Credit Agreement: That certain Amended and Restated Credit Agreement dated as of August 27, 2007 (as extended, amended, supplemented, restated, replaced or refinanced in whole or in part, from time to time) among Holly Energy Partners — Operating, L.P., a Delaware limited partnership, the banks party thereto from time to time, and Union Bank of California, N.A., in its capacity as administrative agent (or any assignee of or successor to such administrative agent).

(ll) Senior Lien: Collectively, the Senior Bank Liens and each other lien and security interest as to which the lien and security interest granted pursuant to this Deed of Trust shall be subordinated thereto pursuant to the terms of a Subordination, Non-Disturbance and Attornment Agreement in substantially the form of Attachment 1 hereto executed by the Beneficiary and the holder of such lien and security interest and recorded in the Official Public Records of Real Property of Yoakum County, Texas.

(mm) Taxes: Any and all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, leases, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, or assessments.

ARTICLE 2

GRANT

2.1 Grant. To secure and enforce the prompt performance and compliance by the Partnership Entities (as defined in the Pipelines Agreement) of all obligations set forth for such Persons in Section 2(f), Section 7, and Section 11(b) of the Pipelines Agreement, plus all claims (as such term is defined in the Bankruptcy Code) of or damages owed to the Beneficiary against the Partnership Entities and/or the Mortgaged Property resulting from any rejection of the Pipelines Agreement by any such Person in any bankruptcy or insolvency proceeding involving any Partnership Entity, and any reasonable costs and expenses (including, but not limited to, attorneys’ and experts’ fees and court costs) incurred by Beneficiary in enforcing and exercising its rights hereunder (collectively, the “Obligations”), Grantor has GRANTED, BARGAINED, SOLD and CONVEYED, and

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by these presents does GRANT, BARGAIN, SELL and CONVEY, unto Trustee the Mortgaged Property, subject, however, to the Permitted Encumbrances, TO HAVE AND TO HOLD the Mortgaged Property unto Trustee, forever, and Grantor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Trustee against every Person whomsoever lawfully claiming or to claim the same or any part thereof other than against any holder of any Senior Lien; provided, however, that this grant shall terminate upon the full performance and discharge of all of the Obligations and in accordance with the other terms set forth herein.

2.2 Maximum Secured Indebtedness. THE OUTSTANDING INDEBTEDNESS SECURED BY PROPERTY LOCATED IN TEXAS SHALL NOT AT ANY ONE TIME EXCEED THE AGGREGATE MAXIMUM AMOUNT OF $225,000,000, WHICH SHALL CONSTITUTE THE MAXIMUM AMOUNT AT ANY TIME SECURED HEREBY.

ARTICLE 3

WARRANTIES AND REPRESENTATIONS

	Grantor hereby unconditionally warrants and represents to Beneficiary as follows:
3.1	Organization and Power. Grantor (a) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has complied with all conditions prerequisite to its doing business in the State of Texas and (b) has all requisite power and all governmental certificates of authority, licenses, permits, qualifications and documentation to own, lease and operate its properties and to carry on its business as now being, and as proposed to be, conducted.
3.2	Validity of Security Documents. The execution, delivery and performance by Grantor of the Security Documents (a) are within Grantor’s powers and have been duly authorized by Grantor’s Manager or other necessary parties, and all other requisite action for such authorization has been taken; (b) have received all (if any) requisite prior governmental approval in order to be legally binding and enforceable in accordance with the terms thereof; and (c) will not violate, be in conflict with, result in a breach of or constitute (with due notice or lapse of time, or both) a default under, any Legal Requirement or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of Grantor’s property or assets, except as contemplated by the provisions of the Security Documents. The Security Documents constitute the legal, valid and binding obligations of Grantor and others obligated under the terms of the Security Documents, in accordance with their respective terms.
3.3	Lien of this Instrument. Subject to the Senior Liens, this Deed of Trust constitutes a valid and subsisting mortgage and deed of trust lien on the Real Property and the Fixtures and a valid, subsisting security interest in and to, and a valid assignment of, the Personalty and Leases, all in accordance with the terms hereof.

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3.4 Litigation. There are no actions, suits or proceedings pending, or to the knowledge of Grantor threatened, against or affecting the Grantor as a result of or in connection with Grantor’s entering into this Deed of Trust, or involving the validity or enforceability of this Deed of Trust or the priority of the liens and security interests created by the Security Documents, and no event has occurred (including specifically Grantor’s execution of the Security Documents) which will violate, be in conflict with, result in the breach of, or constitute (with due notice or lapse of time, or both) a default under, any Legal Requirement or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of Grantor’s property other than the liens and security interests created by the Security Documents.

ARTICLE 4

AFFIRMATIVE COVENANTS OF GRANTOR

Grantor hereby unconditionally covenants and agrees with Beneficiary that, except for the Permitted Encumbrances, Grantor will protect the lien and security interest status of this Deed of Trust and except for the Permitted Encumbrances, will not, without the prior written consent of Beneficiary, place, or permit to be placed, or otherwise mortgage, hypothecate or encumber the Mortgaged Property with, any other lien or security interest of any nature whatsoever (statutory, constitutional or contractual) regardless of whether same is allegedly or expressly inferior to the lien and security interest created by this Deed of Trust, and, if any such lien or security interest is asserted against the Mortgaged Property, Grantor will promptly, at its own cost and expense, (a) pay the underlying claim in full or take such other action so as to cause same to be released and (b) within five days from the date such lien or security interest is so asserted, give Beneficiary notice of such lien or security interest. Such notice shall specify who is asserting such lien or security interest and shall detail the origin and nature of the underlying claim giving rise to such asserted lien or security interest.

ARTICLE 5

NEGATIVE COVENANTS OF GRANTOR

Grantor hereby covenants and agrees with Beneficiary that, until the full performance and discharge of all of the Obligations, Grantor will not, without the prior written consent of Beneficiary, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any mortgage, pledge, lien (statutory, constitutional or contractual), security interest, encumbrance or charge on, or conditional sale or other title retention agreement, regardless of whether same are expressly subordinate to the liens of the Security Documents, with respect to, the Mortgaged Property, other than the Permitted Encumbrances.

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ARTICLE 6

AFFIRMATIVE COVENANTS OF BENEFICIARY

By its acceptance hereof, Beneficiary recognizes that (a) Grantor is obligated or may hereafter become obligated to any of the Credit Parties (as defined in the SNDA [defined below]) in connection with the Senior Credit Agreement, and (b) Grantor and any future owner of the Mortgaged Property may incur additional indebtedness or become otherwise obligated to one or more banks, insurance companies, investment banks or other financial institutions regularly engaged in commercial lending and/or bonds, debentures, notes and similar instruments evidencing obligations that may be secured by liens or security interests on some or all of Grantor’s property, including the Mortgaged Property (the holder of such liens or security interests being a “Secured Lender”). To the extent that any such Secured Lender notifies Beneficiary of Secured Lender’s desire to subordinate the lien and security interest held by Beneficiary pursuant to this Deed of Trust, Beneficiary, by its acceptance hereof, will agree to effect such subordination by promptly executing, in one or more counterparts, a Subordination, Non-Disturbance and Attornment Agreement in substantially the form of Attachment 1 hereto (the “SNDA”). The subordination of this Deed of Trust shall (i) not be effective unless and until the SNDA has been executed by the Secured Lender, and (ii) be subject to compliance by the Secured Lender with its obligations under Section 3 and Section 4 of the SNDA. Any Secured Lender who is a party to an SNDA and who is in compliance with its obligations under Section 3 and Section 4 of such SNDA is hereinafter referred to as a “Lienholder.”

ARTICLE 7

EVENTS OF DEFAULT

          The term “Event of Default”, as used in the Security Documents, shall mean the occurrence or happening, at any time and from time to time, of any one or more of the following.

7.1

Breach of Deed of Trust. (a) Grantor shall (i) fail to perform or observe, in any material respect, any covenant, condition or agreement of this Deed of Trust to be performed or observed by Grantor, or (ii) breach any warranty or representation made by Grantor in this Deed of Trust, and such failure or breach shall continue unremedied for a period of thirty (30) days after receipt of written notice thereof to the Grantor from the Beneficiary; provided, however, that in the event such failure or breach cannot be reasonably cured within such thirty (30) day period and Grantor has diligently proceeded (and continues to proceed) to cure such breach, Grantor shall have an additional sixty (60) days to cure such failure or breach, or (b) HEP shall fail to perform all of the Obligations in full and on or before the dates same are to be performed (after giving effect to any applicable grace and cure periods).

7.2

Voluntary Bankruptcy. Grantor shall (a) voluntarily be adjudicated a bankrupt or insolvent, (b) procure, permit or suffer the voluntary or involuntary appointment of a receiver, trustee or liquidator for itself or for all or any substantial portion of its property, (c) file any petition seeking a discharge, rearrangement, or reorganization of its debts pursuant to the bankruptcy laws or any other debtor relief laws of the United States or

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any state or any other competent jurisdiction, or (d) make a general assignment for the benefit of its creditors.

7.3

Involuntary Bankruptcy. If (a) a petition is filed against Grantor seeking to rearrange, reorganize or extinguish its debts under the provisions of any bankruptcy or other debtor relief law of the United States or any state or other competent jurisdiction, and such petition is not dismissed or withdrawn within sixty (60) days after its filing, or (b) a court of competent jurisdiction enters an order, judgment or decree appointing, without the consent of Grantor a receiver or trustee for it, or for all or any part of its property, and such order, judgment, or decree is not dismissed, withdrawn or reversed within sixty (60) days after the date of entry of such order, judgment or decree.

7.4

Rejection of Pipelines Agreement. A rejection, by or on behalf of Grantor or any other Partnership Entity (as defined in the Pipelines Agreement), of the Pipelines Agreement in bankruptcy.

ARTICLE 8

REMEDIES

8.1 Remedies. Subject, in each case, to the rights of any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the SNDA, and provided no material default by the Holly Entities (as defined in the Pipelines Agreement) has occurred and is continuing, if an Event of Default shall occur and be continuing, Beneficiary may, at Beneficiary’s election and by or through Trustee or otherwise, exercise any or all of the following rights, remedies and recourses:

(a) Entry Upon Mortgaged Property. Enter upon the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto. If Grantor remains in possession of all or any part of the Mortgaged Property after an Event of Default and without Beneficiary’s prior written consent thereto, Beneficiary may invoke any and all legal remedies to dispossess Grantor, including specifically one or more actions for forcible entry and detainer, trespass to try title and writ of restitution. Nothing contained in the foregoing sentence shall, however, be construed to impose any greater obligation or any prerequisites to acquiring possession of the Mortgaged Property after an Event of Default than would have existed in the absence of such sentence.

(b) Operation of Mortgaged Property. Hold, lease, manage, operate or otherwise use or permit the use of the Mortgaged Property, either itself or by other Persons, firms or entities, in such manner, for such time and upon such other terms as Beneficiary may deem to be prudent and reasonable under the circumstances (making such repairs, alterations, additions and improvements thereto and taking any and all other action with reference thereto, from time to time, as Beneficiary shall deem necessary or desirable), and apply all amounts collected by Trustee or Beneficiary in connection therewith in accordance with the provisions of Section 8.7.

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(c) Trustee or Receiver. Prior to, upon or at any time after, commencement of any legal proceedings hereunder, make application to a court of competent jurisdiction as a matter of strict right and without notice to Grantor or regard to the adequacy of the Mortgaged Property for the satisfaction of the Obligations for appointment of a receiver of the Mortgaged Property, and Grantor does hereby irrevocably consent to such appointment. Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Mortgaged Property upon such terms as may be approved by the court.

(d) Foreclosure and Sale. Sell or offer for sale the Mortgaged Property, in such portions, order and parcels as Beneficiary may determine, with or without having first taken possession of same, to the highest bidder, for cash, at public auction. Such sale and notice thereof shall be made a) in accordance with the then applicable provisions of Section 51.002 of the Texas Property Code (or any successor statute), or b) by accomplishing all or any of the aforesaid in such manner as permitted or required by Chapter 51 of the Texas Property Code or by Chapter 9 of the UCC relating to the sale of collateral after default by a debtor (as such laws now exist or may be hereafter amended or succeeded), or by any other present or subsequent amendments or enactments relating to same. If the Mortgaged Property is situated in more than one county, all required notices shall be given in each such county, and such notices shall designate the county in which the Mortgaged Property will be sold. The affidavit of any person having knowledge of the facts to the effect that notice was properly given shall be prima facie evidence of such fact. At any such sale (i) whether made under the power herein contained, the aforesaid Texas Property Code, the UCC, any other requirement of applicable law or governmental regulation or by virtue of any judicial proceedings or any other legal right, remedy or recourse, it shall not be necessary for Trustee to have been physically present, or to have constructive possession of, the Mortgaged Property (Grantor hereby covenanting and agreeing to deliver to Trustee any portion of the Mortgaged Property not actually or constructively possessed by Trustee immediately upon demand by Trustee), and the title to and right of possession of any such property shall pass to the purchaser thereof as completely as if the same had been actually present and delivered to the purchaser at such sale, (ii) each instrument of conveyance executed by Trustee shall contain a general warranty of title, binding upon Grantor, (iii) each and every recital contained in any instrument of conveyance made by Trustee shall be prima facie evidence of the truth and accuracy of the matters recited therein, including, without limitation, non-payment of the Obligations, advertisement and conduct of such sale in the manner provided therein and otherwise by law, and appointment of any successor Trustee hereunder, (iv) any and all prerequisites to the validity thereof shall be conclusively presumed to have been performed, (v) the receipt of Trustee or of such other party or officer making the sale shall be a sufficient discharge to the purchaser or purchasers for his or their purchase money, and no such purchaser or purchasers, or his or their assigns or personal representatives, shall thereafter be obligated to see to the application of such purchase money or be in any way answerable for any loss, misapplication or non-application thereof, (vi) to the fullest extent permitted by law, Grantor shall be completely and irrevocably divested of all of its right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the Mortgaged Property sold, and such sale shall be a perpetual bar, both at law and in equity, against Grantor and against any

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and all other persons claiming or to claim the Mortgaged Property sold or any part thereof, by, through or under Grantor, and (vii) to the extent and under such circumstances as are permitted by law, Beneficiary and any entity related by ownership or control to Beneficiary may be a purchaser at any such sale.

(e) Other. Exercise any and all other rights, remedies and recourses granted under this Deed of Trust.

8.2	Remedies Cumulative, Concurrent and Nonexclusive. Beneficiary shall have all rights, remedies and recourses granted in the Pipelines Agreement and, subject to the rights of any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the SNDA, the Deed of Trust and same (a) shall be cumulative and concurrent; (b) may be pursued separately, successively or concurrently against Grantor or others obligated under this Deed of Trust, or against the Mortgaged Property, or against any one or more of them, at the sole discretion of Beneficiary; (c) may be exercised as often as occasion therefor shall arise, it being agreed by Grantor that the exercise or failure to exercise any of same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (d) are intended to be, and shall be, nonexclusive.
8.3	Obligations. Neither Grantor, any other Partnership Entity (as defined in the Pipelines Agreement) nor any other Person hereafter obligated for performance or fulfillment of all or any of the Obligations shall be relieved of such obligation by reason of (a) the failure of Trustee to comply with any request of Grantor or any other Person to enforce any provisions of this Deed of Trust; (b) the release, regardless of consideration, of the Mortgaged Property or the addition of any other property to the Mortgaged Property; (c) any agreement or stipulation between any subsequent owner of the Mortgaged Property and Beneficiary extending, renewing, rearranging or in any other way modifying the terms of the Security Documents without first having obtained the consent of, given notice to or paid any consideration to Grantor or such other Person, and in such event Grantor and all such other Persons shall continue to be liable to make payment according to the terms of any such extension or modification agreement unless expressly released and discharged in writing by Beneficiary; or (d) by any other act or occurrence save and except the complete fulfillment of all of the Obligations.
8.4	Release of and Resort to Collateral. Beneficiary may release, regardless of consideration, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interest created in or evidenced by this Deed of Trust or their stature as a lien and security interest in and to the Mortgaged Property.
8.5	Waiver of Redemption, Notice and Marshalling of Assets. To the fullest extent permitted by law, Grantor hereby irrevocably and unconditionally waives and releases (a) all benefits that might accrue to Grantor by virtue of any present or future law exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or extension of time for payment; (b) all notices of any Event of Default or of Trustee’s

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	election to exercise or his actual exercise of any right, remedy or recourse provided for under this Deed of Trust; and (c) any right to a marshalling of assets or a sale in inverse order of alienation.
8.6	Discontinuance of Proceedings. In case Beneficiary shall have proceeded to invoke any right, remedy or recourse permitted under this Deed of Trust and shall thereafter elect to discontinue or abandon same for any reason, Beneficiary shall have the unqualified right so to do and, in such an event, Grantor and Beneficiary shall be restored to their former positions with respect to the Obligations, the Security Documents, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Beneficiary shall continue as if same had never been invoked.
8.7	Application of Proceeds. Subject, in each case, to applicable law and the rights of any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the SNDA (including, without limitation, the right to receive payments otherwise due to HEP under the terms of the Pipelines Agreement), the proceeds and other amounts generated by the holding, operating or other use of, the Mortgaged Property shall be applied by Trustee or Beneficiary (or the receiver, if one is appointed) to the extent that funds are so available therefrom in the following orders of priority:

(a) first, to the payment of the costs and expenses of taking possession of the Mortgaged Property and of holding, using, leasing, repairing and improving the same, including without limitation (i) trustees’ and receivers’ fees, (ii) court costs, (iii) attorneys’ and accountants’ fees, and (iv) the payment of any and all Impositions, liens, security interests or other rights, titles or interests equal or superior to the lien and security interest of this Deed of Trust (except those to which the Mortgaged Property has been sold subject to and without in any way implying Beneficiary’s prior consent to the creation thereof);

(b) second, to the payment of all amounts which may be due to Beneficiary with respect to the Obligations;

(c) third, to the extent permitted by law, funds are available therefor out of the proceeds generated by the holding, operating or other use of the Mortgaged Property and known by Beneficiary, to the payment of any indebtedness or obligation secured by a subordinate deed of trust on or security interest in the Mortgaged Property; and

(d) fourth, to Grantor.

8.8 INDEMNITY. IN CONNECTION WITH ANY ACTION TAKEN BY TRUSTEE AND/OR BENEFICIARY PURSUANT TO THIS DEED OF TRUST, TRUSTEE AND/OR BENEFICIARY AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS, ACCOUNTANTS AND EXPERTS (COLLECTIVELY THE “INDEMNIFIED PARTIES”) SHALL NOT BE LIABLE FOR ANY LOSS SUSTAINED BY GRANTOR RESULTING FROM (i) AN ASSERTION THAT TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY

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HAS RECEIVED FUNDS FROM THE OPERATIONS OF THE MORTGAGED PROPERTY CLAIMED BY THIRD PERSONS OR (ii) ANY ACT OR OMISSION OF TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY IN ADMINISTERING, MANAGING, OPERATING OR CONTROLLING THE MORTGAGED PROPERTY, INCLUDING IN EITHER CASE SUCH LOSS WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF TRUSTEE, BENEFICIARY OR AN INDEMNIFIED PARTY OR WHICH MAY RESULT FROM STRICT LIABILITY, WHETHER UNDER APPLICABLE LAW OR OTHERWISE, UNLESS SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH OF TRUSTEE, BENEFICIARY OR ANY INDEMNIFIED PARTY NOR SHALL TRUSTEE, BENEFICIARY AND/OR ANY INDEMNIFIED PARTY BE OBLIGATED TO PERFORM OR DISCHARGE ANY OBLIGATION, DUTY OR LIABILITY OF GRANTOR. GRANTOR SHALL AND DOES HEREBY AGREE TO INDEMNIFY TRUSTEE, BENEFICIARY AND EACH OF THEIR RESPECTIVE INDEMNIFIED PARTIES FOR, AND TO HOLD THEM HARMLESS FROM, ANY AND ALL LOSSES WHICH MAY OR MIGHT BE INCURRED BY TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY BY REASON OF THIS DEED OF TRUST OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER, INCLUDING SUCH LOSSES WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF TRUSTEE, BENEFICIARY OR AN INDEMNIFIED PARTY OR WHICH MAY RESULT FROM STRICT LIABILITY, WHETHER UNDER APPLICABLE LAW OR OTHERWISE, UNLESS SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH OF TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY. SHOULD TRUSTEE, BENEFICIARY AND/OR ANY INDEMNIFIED PARTY MAKE ANY EXPENDITURE ON ACCOUNT OF ANY SUCH LOSSES, THE AMOUNT THEREOF, INCLUDING, WITHOUT LIMITATION, COSTS, EXPENSES AND REASONABLE ATTORNEYS’ FEES, SHALL BE A DEMAND OBLIGATION (WHICH OBLIGATION GRANTOR HEREBY EXPRESSLY PROMISES TO PAY) OWING BY GRANTOR TO TRUSTEE AND/OR BENEFICIARY AND SHALL BEAR INTEREST FROM THE DATE EXPENDED UNTIL PAID AT THE HIGHEST RATE ALLOWED BY LAW, SHALL BE A PART OF THE OBLIGATIONS AND SHALL BE SECURED BY THIS DEED OF TRUST. THE LIABILITIES OF GRANTOR AS SET FORTH IN THIS SECTION 8.8 SHALL SURVIVE THE TERMINATION OF THIS DEED OF TRUST.

ARTICLE 9

SECURITY AGREEMENT

9.1 Security Interest. This Deed of Trust shall be construed as a deed of trust on real property and it shall (subject to the Senior Liens) also constitute and serve as a “Security Agreement” on personal property within the meaning of, and shall constitute a security interest under, the Uniform Commercial Code (as the same is codified and in effect in Texas) with respect to the Personalty, Fixtures and Leases. To this end, Grantor has

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	GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED, AND SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER AND SET OVER, unto Trustee and unto Beneficiary, a security interest in all of Grantor’s right, title and interest in, to and under the Personalty, Fixtures and Leases to secure the full and timely performance and discharge of the Obligations, subject only to the Permitted Encumbrances.
9.2	Financing Statements. Grantor hereby authorizes Beneficiary to file such “Financing Statements,” and Grantor hereby agrees to execute and deliver such further assurances as Beneficiary may, from time to time, consider reasonably necessary to create, perfect and preserve Beneficiary’s security interest herein granted and Beneficiary may cause such statements and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest.
9.3	Uniform Commercial Code Remedies. Subject, in each case, to the rights of any Lienholder under or pursuant to the Senior Liens, and the terms and provisions of the SNDA and this Deed of Trust, Beneficiary and/or Trustee shall have all the rights, remedies and recourses (other than auction and sale rights) with respect to the Personalty, Fixtures and Leases afforded to it by the aforesaid Uniform Commercial Code (as the same is codified and in effect in Texas) in addition to, and not in limitation of, the other rights, remedies and recourses afforded by this Deed of Trust.
9.4	No Obligation of Trustee or Beneficiary. The assignment and security interest herein granted shall not be deemed or construed to constitute Trustee or Beneficiary as a trustee in possession of the Mortgaged Property, to obligate Trustee or Beneficiary to lease the Mortgaged Property or attempt to do same, or to take any action, incur any expense or perform or discharge any obligation, duty or liability whatsoever.
9.5	Fixture Filing. This Deed of Trust shall constitute a “fixture filing” for all purposes of Article 9 of the Uniform Commercial Code, as codified and in effect in Texas. All or part of the Mortgaged Property are or are to become fixtures; information concerning the security interest herein granted may be obtained at the addresses set forth on the first page hereof. The address of the Secured Party (Beneficiary) is the address set forth in Section 1.1(b) and the address of the Debtor (Grantor) is the address set forth in the opening paragraph of this Deed of Trust.
9.6	Satisfaction and Release. If (a) all Obligations secured hereby shall be paid, performed and satisfied in full, (b) the Mortgaged Property (or any portion thereof, in which case the provisions of clauses (i) through (iv) below shall be applicable only to such portion) shall be sold, consigned, conveyed or transferred in accordance with the provisions of the Pipelines Agreement, [and/or] (c) the Pipelines Agreement shall be terminated, cancelled or otherwise expire, and the Obligations of the Partnership Entities (as defined in the Pipelines Agreement) set forth in Section 2(f) of the Pipelines Agreement shall no longer be applicable, and/or (d) at any time Grantor’s or HEP’s (in the event Grantor does not have a stand-alone credit rating) senior unsecured debt has an Investment Grade Rating (as hereinafter defined) from both Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P”) (or any successor to the rating business of

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either thereof), then (i) this Deed of Trust shall be null and void, (ii) the liens and security interests created by this Deed of Trust shall be released as promptly as practicable, (iii) the Mortgaged Property shall revert to Grantor (or the transferee in the case of clause (b) above) free and clear of the liens and security interests created by this Deed of Trust, and (iv) Beneficiary and Trustee (as applicable) shall execute and deliver, or cause to be executed and delivered, instruments of satisfaction and release that are reasonably requested by Grantor. Otherwise, this Deed of Trust shall remain and continue in full force and effect. As used in this Section 9.6, the term “Investment Grade Rating” shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, or BBB- (or the equivalent) by S&P.

ARTICLE 10

CONCERNING THE TRUSTEE

10.1

No Required Action. Trustee shall not be required to take any action toward the execution and enforcement of the trust hereby created or to institute, appear in or defend any action, suit or other proceeding in connection therewith where in his opinion such action will be likely to involve him in expense or liability, unless requested so to do by a written instrument signed by Beneficiary and, if Trustee so requests, unless Trustee is tendered security and indemnity satisfactory to him against any and all costs, expense and liabilities arising therefrom. Trustee shall not be responsible for the execution, acknowledgment or validity of the Security Documents, or for the proper authorization thereof, or for the sufficiency of the lien and security interest purported to be created hereby, and makes no representation in respect thereof or in respect of the rights, remedies and recourses of Beneficiary.

10.2

Certain Rights. With the approval of Beneficiary, Trustee shall have the right to take any and all of the following actions: (a) to select, employ and advise with counsel (who may be, but need not be, counsel for Beneficiary) upon any matters arising hereunder, including the preparation, execution and interpretation of the Security Documents, and shall be fully protected in relying as to legal matters on the advice of counsel; (b) to execute any of the trusts and powers hereof and to perform any duty hereunder either directly or through his agents or attorneys; (c) to select and employ, in and about the execution of his duties hereunder, suitable accountants, engineers and other experts, agents and attorneys-in-fact, either corporate or individual, not regularly in the employ of Trustee, and Trustee shall not be answerable for any act, default or misconduct of any such accountant, engineer or other expert, agent or attorney-in-fact, if selected with reasonable care, or for any error of judgment or act done by Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, except for Trustee’s gross negligence or bad faith; and (d) to take any and all other lawful action as Beneficiary may instruct Trustee to take to protect or enforce Beneficiary’s rights hereunder. Trustee shall not be personally liable in case of entry by him, or anyone entering by virtue of the powers herein granted him, upon the Mortgaged Property for debts contracted or liability or damages incurred in the management or operation of the Mortgaged Property. Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him

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hereunder, believed by him in good faith to be genuine. Trustee shall be entitled to reimbursement for expenses incurred by him in the performance of his duties hereunder and to reasonable compensation for such of his services hereunder as shall be rendered. Grantor will, from time to time, pay the compensation due to Trustee hereunder and reimburse Trustee for, and save him harmless against, any and all liability and expenses which may be incurred by him in the performance of his duties.

10.3	Retention of Moneys. All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by law) and Trustee shall be under no liability for interest on any moneys received by him hereunder.
10.4	Successor Trustees. Trustee may resign by the giving of notice of such resignation in writing to Beneficiary. If Trustee shall die, resign or become disqualified from acting in the execution of this trust, or shall fail or refuse to execute the same when requested by Beneficiary so to do, or if, for any reason, Beneficiary shall prefer to appoint a substitute trustee to act instead of the aforenamed Trustee, Beneficiary shall have full power to appoint a substitute trustee and, if preferred, several substitute trustees in succession who shall succeed to all the estates, properties, rights, powers and duties of the aforenamed Trustee. Such appointment may be executed by any authorized agent of Beneficiary, and if such Beneficiary be a corporation and such appointment be executed in its behalf by any officer of such corporation, such appointment shall be conclusively presumed to be executed with authority and shall be valid and sufficient without proof of any action by the Board of Directors or any superior officer of the corporation. Grantor hereby ratifies and confirms any and all acts which the aforenamed Trustee, or his successor or successors in this trust, shall do lawfully by virtue hereof.
10.5	Perfection of Appointment. Should any deed, conveyance or instrument of any nature be required from Grantor by any successor Trustee to more fully and certainly vest in and confirm to such new Trustee such estates, rights, powers and duties, then, upon request by such Trustee, any and all such deeds, conveyances and instruments shall be made, executed, acknowledged and delivered and shall be caused to be recorded and/or filed by Grantor.
10.6	Succession Instruments. Any new Trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its or his predecessor in the rights hereunder with like effect as if originally named as Trustee herein; but nevertheless, upon the written request of Beneficiary or of the successor Trustee, the Trustee ceasing to act shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver any of the property and moneys held by such Trustee to the successor Trustee so appointed in its or his place.
10.7	No Representation by Trustee. By accepting or approving anything required to be observed, performed or fulfilled or to be given to Trustee or Beneficiary pursuant to the

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Security Documents, including but not limited to, any officer’s certificate, balance sheet, statement of profit and loss or other financial statement, survey, appraisal or insurance policy, neither Trustee nor Beneficiary shall be deemed to have warranted, consented to, or affirmed the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not be or constitute any warranty, consent or affirmation with respect thereto by Trustee or Beneficiary.

ARTICLE 11

MISCELLANEOUS

11.1	Performance at Grantor’s Expense. The cost and expense of performing or complying with any and all of the Obligations shall be borne solely by Grantor and/or the other Partnership Entities to the extent provided in the Pipelines Agreement.
11.2	Survival of Obligations. Each and all of the Obligations shall survive the execution and delivery of the Security Documents and shall continue in full force and effect until the Obligations have been performed and discharged in full.
11.3	Further Assurances. Grantor, upon the request of Trustee or Beneficiary, will execute, acknowledge, deliver and record and/or file such further instruments and do such further acts as may be necessary, desirable or proper to carry out more effectively the purpose of the Security Documents and to subject to the liens and security interests thereof any property intended by the terms thereof to be covered thereby, including specifically but without limitation, any renewals, additions, substitutions, replacements, betterments or appurtenances to the then Mortgaged Property.
11.4	Recording and Filing. Grantor will cause the Security Documents and all amendments and supplements thereto and substitutions therefor to be recorded, filed, re-recorded and refiled in such manner and in such places as Trustee or Beneficiary shall reasonably request, and will pay all such recording, filing, re-recording and refiling taxes, fees and other charges.
11.5	Notices. All notices or other communications required or permitted to be given pursuant to this Deed of Trust shall be in writing and shall be considered as properly given if mailed by first-class United States mail, postage prepaid, registered or certified with return receipt requested, or by delivering same in person to the intended addressee or by prepaid telegram. Notice so mailed shall be effective two days following its deposit. Notice given in any other manner shall be effective only if and when received by the addressee. For purposes of notice, the addresses of Beneficiary and Grantor shall be as set forth in Section 1.1(b) and the opening paragraph hereinabove, respectively; provided, however, that either party shall have the right to change its address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days’ notice to the other party in the manner set forth hereinabove.

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11.6	No Waiver. Any failure by Trustee or Beneficiary to insist, or any election by Trustee or Beneficiary not to insist, upon strict performance by Grantor of any of the terms, provisions or conditions of the Security Documents shall not be deemed to be a waiver of same or of any other terms, provision or condition thereof and Trustee or Beneficiary shall have the right at any time or times thereafter to insist upon strict performance by Grantor of any and all of such terms, provisions and conditions.
11.7	Beneficiary’s Right to Perform the Obligations. If Grantor shall fail, refuse or neglect to make any payment or perform any act required by the Security Documents (after giving effect to any applicable notice and cure period), then at any time thereafter, and without further notice to or demand upon Grantor and without waiving or releasing any other right, remedy or recourse Beneficiary may have because of same, Beneficiary may (but shall not be obligated to) make such payment or perform such act for the account of and at the expense of Grantor, and shall have the right to enter upon or in the Real Property for such purpose and to take all such action thereon and with respect to the Mortgaged Property as it may deem necessary or appropriate but in any case subject to the rights of any Lienholder arising under or pursuant to the Senior Liens and the terms and provisions of the SNDA. If Beneficiary shall elect to pay any Imposition or other sums due with reference to the Mortgaged Property, Beneficiary may do so in reliance on any bill, statement or assessment procured from the appropriate Governmental Entity or other issuer thereof without inquiring into the accuracy or validity thereof. Similarly, in making any payments to protect the security intended to be created by the Security Documents, Beneficiary shall not be bound to inquire into the validity of any apparent or threatened adverse title, lien, encumbrance, claim or charge before making an advance for the purpose of preventing or removing the same. Grantor shall indemnify Beneficiary for all losses, expenses, damage, claims and causes of action, including reasonable attorneys’ fees, incurred or accruing by reason of any acts performed by Beneficiary pursuant to the provisions of this Section 11.7 or by reason of any other provision in the Security Documents. All sums paid by Beneficiary pursuant to this Section 11.7 and all other sums expended by Beneficiary to which it shall be entitled to be indemnified, together with interest thereon at the maximum rate allowed by law from the date of such payment or expenditure, shall be secured by the Security Documents and shall be paid by Grantor to Beneficiary upon demand.
11.8	Covenants Running with the Land. All Obligations contained in the Security Documents are intended by the parties to be, and shall be construed as, covenants running with the Mortgaged Property.
11.9	Successors and Assigns. All of the terms of the Security Documents shall apply to, be binding upon and inure to the benefit of the parties thereto, their successors and assigns, and all other Persons claiming by, through or under them.
11.10	Severability. The Security Documents are intended to be performed in accordance with, and only to the extent permitted by, all applicable Legal Requirements. If any provision of any of the Security Documents or the application thereof to any Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable neither the remainder of the instrument in which such provision is contained nor the application

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of such provision to other Persons or circumstances nor the other instruments referred to hereinabove shall be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

11.11	Entire Agreement and Modification. The Security Documents contain the entire agreements between the parties relating to the subject matter hereof and thereof and all prior agreements relative thereto which are not contained herein or therein are terminated. Notwithstanding anything herein to the contrary, Grantor and, by its acceptance hereof, Beneficiary hereby acknowledge and agree that in the event that any of the terms or provisions of this Deed of Trust conflict with any terms or provisions of the Pipelines Agreement, the terms or provisions of the Pipelines Agreement shall govern and control for all purposes. The Security Documents may not be amended, revised, waived, discharged, released or terminated orally but only by a written instrument or instruments (a) executed by the party against which enforcement of the amendment, revision, waiver, discharge, release or termination is asserted, and (b) consented to by the Lienholders to the extent any such amendment, revision, waiver, discharge, release or termination would be materially adverse to the rights of any such Lienholder. Any alleged amendment, revision, waiver, discharge, release or termination which is not so documented shall not be effective as to any party.
11.12	Counterparts. This Deed of Trust may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute but one instrument.
11.13	Applicable Law. This Deed of Trust shall be construed and enforced in accordance with and governed by the laws of the State of Texas and the laws of the United States of America, except that to the extent that the law of the state in which a portion of the Mortgaged Property is located (or which is otherwise applicable to a portion of the Mortgaged Property) necessarily or appropriately governs with respect to procedural and substantive matters relating to the creation, perfection and enforcement of the liens, security interests and other rights and remedies of Trustee on behalf of Beneficiary or Beneficiary granted herein, the laws of such state shall apply as to that portion of the Mortgaged Property located in (or otherwise subject to the laws of) such state.
11.14	No Partnership. Nothing contained in the Security Documents is intended to, or shall be construed as, creating to any extent and in any manner whatsoever, any partnership, joint venture, or association between Grantor, Trustee and Beneficiary, or in any way make Beneficiary or Trustee coprincipals with Grantor with reference to the Mortgaged Property, and any inferences to the contrary are hereby expressly negated.
11.15	Headings. The Article, Section and Subsection entitlements hereof are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the text of such Articles, Sections or Subsections.
11.16	Waiver of Stay, Moratorium, and Similar Rights. Grantor agrees, to the full extent that it may lawfully do so, that it will not at any time insist upon or plead or in any way take advantage of any appraisement, valuation, stay, marshalling of assets, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or

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hinder the enforcement of the provisions of this Deed of Trust or the indebtedness secured hereby, or any agreement between Grantor and Beneficiary or any rights or remedies Beneficiary may have thereunder, hereunder or by law.

11.17	Transfer of Mortgaged Property. No sale, lease, exchange, assignment, conveyance or other transfer (each, a “Transfer”) of the Mortgaged Property will extinguish the lien or security interest created by this Deed of Trust, except to the extent provided in Section 9.6 of this Deed of Trust or in the Pipelines Agreement. As a condition to any Transfer, Beneficiary may (a) require the express assumption of the Obligations by the transferee (with or without the release of Grantor from liability in respect thereof), and (b) require the execution of an assumption agreement, modification agreements, supplemental security documents and financing statements satisfactory in form and substance to Beneficiary.
11.18	Estoppel Certificates. Grantor and Beneficiary agree to execute and deliver from time to time, upon the request of the other party, a certificate regarding the status of the Pipelines Agreement, consisting of statements, if true (or if not, specifying why not), (a) that the Pipelines Agreement is in full force and effect, (b) the date through which payments have been paid, (c) the date of the commencement of the term of the Pipelines Agreement, (d) the nature of any amendments or modifications of the Pipelines Agreement, (e) to such party’s actual knowledge without investigation, no default, or state of facts which with the passage of time or notice (or both) would constitute a default, exists under the Pipelines Agreement, (f) to such party’s actual knowledge without investigation, no setoffs, recoupments, estoppels, claims or counterclaims exist against the other party under the Pipelines Agreement, and (g) such other factual matters as may be reasonably requested.
11.19	Final Agreement. Grantor acknowledges receipt of a copy of this instrument at the time of execution hereof. Grantor acknowledges that, except as incorporated in writing in this Deed of Trust, there are not, and were not, and no persons are or were authorized to make any representations, understandings, stipulations, agreements or promises, oral or written, with respect to the matters addressed in this Deed of Trust. THE WRITTEN AGREEMENTS HEREIN REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[SIGNATURE PAGE TO FOLLOW]

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WITNESS THE EXECUTION HEREOF as of the date first above written.

HEP PIPELINE, L.L.C.
By:	HOLLY ENERGY PARTNERS — OPERATING, L.P.,
	its Sole Member
By:	/s/ David G. Blair
	David G. Blair,
	Senior Vice President

EMPLOYER IDENTIFICATION NUMBER OF GRANTOR:	71-0968296
ORGANIZATIONAL NUMBER OF GRANTOR:	3814278

[Signature Page]

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     This instrument was acknowledged before me on February 29, 2008, by David G. Blair, Senior Vice President of Holly Energy Partners — Operating, L.P., a Delaware limited partnership, sole member of HEP Pipeline, L.L.C., a Delaware limited liability company, on behalf of said limited liability company and limited partnership.

/s/ Julie H. Cooper  

Notary Public, State of Texas 

My Commission Expires:

4-8-2009

[Acknowledgment Page]

EXHIBIT A

PIPELINE FEE LAND

None.

A-1

EXHIBIT B

PIPELINE LEASES

Lease, dated as of February 5, 1991, originally between Shell Western E+P, Inc., as lessor, and ARCO Pipe Line Company, as lessee (as the same may from time to time be amended, modified, supplemented, extended, renewed, restated, or replaced), which instrument is described and referred to in that certain memorandum of lease recorded on March 1, 1991 at Volume 74, Page 736 of the real property records of Yoakum County, Texas

B-1

EXHIBIT C

PIPELINE EASEMENTS

Crude Gathering Lines (steel) Yoakum County, Texas

			Original	Document	Document	Recording
State	County	Original Grantor	Grantee	Type	Date	Date	Book / Page
Baumgart Station to Riley Station Segment
Texas	Yoakum	Shell Western E+P, Inc.	ARCO Pipe Line Company	Station Lease	2/5/1991	3/4/1991	74 / 736
Texas	Yoakum	Exxon Mobile Corporation	Navajo Pipeline Company L.P.	ROW	7/26/2005	10/14/2005	279 / 297
Texas	Yoakum	Lois O. Day, et al.	Navajo Pipeline Co., L.P.	Valve Site	8/3/2005	10/14/2005	279 / 303
Texas	Yoakum	Lois O. Day, et al.	Navajo Pipeline Company L.P.	ROW	8/5/2005	8/5/2005	279 / 294
Texas	Yoakum	City of Denver City, Mayor David Bruton	Navajo Pipeline Company	ROW	7/20/2005	10/14/2005	279 / 292
Texas	Yoakum	Texas Department of Transportation (TxDOT)	Navajo Pipeline Company	Permit	7/28/2005	—	Station 83 + 80.5 RW-16G05136; Highway 83

C-1

EXHIBIT D

PIPELINE IMPROVEMENTS

•  Baumgart Station, including all tanks, pump stations and other associated equipment, including without limitation Tank 5002, Yoakum County, Texas

•  A six-inch, seven mile line running from Baumgart Station, Yoakum County, Texas, to Riley Station, Gaines County, Texas

•  Riley Station lease connection lines, Yoakum County, Texas

•  Baumgart Station lease connection lines, Yoakum County, Texas

D-1

EXHIBIT E

PIPELINE CONTRACTS

None.

E-1

EXHIBIT F

PIPELINE PERMITS

To the extent assignable, all permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals now or hereafter granted by any Governmental Entity to Grantor or its predecessors in interest pertaining solely to the ownership or operation of the Pipelines.

F-1

EXHIBIT G

PIPELINES

•  A six-inch, seven mile line running from Baumgart Station, Yoakum County, Texas, to Riley Station, Gaines County, Texas

•  Riley Station lease connection lines, Yoakum County, Texas

•  Baumgart Station lease connection lines, Yoakum County, Texas

G-1

ATTACHMENT 1

FORM OF SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT

After recording, return to:
Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite 3700
Dallas, Texas 75201
Attention: Christopher J. Dewar

SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT

     This Subordination, Non-Disturbance and Attornment Agreement (this “Agreement”) is executed effective as of February 29, 2008, among Union Bank of California, N.A., in its capacity as administrative agent (or any assignee of or successor to such administrative agent) under the Credit Agreement (as defined below) and on behalf of the Credit Parties (as defined below) (“Administrative Agent”), and Holly Corporation, a Delaware corporation (“Holly”).

RECITALS:

     A. Holly Energy Partners — Operating, L.P., a Delaware limited partnership (“Operating”), the financial institutions party thereto from time to time (individually, a “Financial Institution” and collectively, the “Financial Institutions”), the Financial Institutions issuing letters of credit thereunder from time to time, if any (individually, an “Issuing Bank” and collectively, the “Issuing Banks”), the Financial Institutions or any affiliate thereof that have entered into hedging arrangements with Operating or any subsidiary thereof from time to time (individually, a “Swap Counterparty” and collectively, the “Swap Counterparties” and, together with Administrative Agent, the Financial Institutions and the Issuing Banks, being collectively referred to herein as the “Credit Parties”) are parties to that certain Amended and Restated Credit Agreement dated as of August 27, 2007 (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified and/or restated from time to time, the “Credit Agreement”).

     B. The Financial Institutions are the present owners and holders of certain promissory notes dated February 25, 2008, executed by Operating and payable to the order of each such Financial Institution (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time and together with any additional notes issued under or pursuant to the Credit Agreement, the “Notes”). Administrative Agent, for the ratable benefit of the Credit Parties, is the beneficiary of that certain Mortgage, Deed of Trust, Security Agreement, Assignment of Rents and Leases, Fixture Filing and Financing Statement dated effective as of February 29, 2008 and that certain Leasehold Mortgage, Deed of Trust, Security Agreement, Assignment of Rents and Leases, Fixture Filing, and Financing Statement dated effective as of February 29, 2008 (as heretofore and hereafter

Attachment 1-1

renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time, collectively, the “Senior Mortgages”), and the secured party under certain other security agreements and documents entered into in connection with the Credit Agreement (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time, the “Security Instruments” and, together with the Credit Agreement, the Notes, the Senior Mortgages and any other documents, instruments and agreements executed and/or delivered in connection with the Credit Agreement, collectively, the “Senior Loan Documents”).

     C. Pursuant to the Senior Loan Documents and to secure the Notes and the other Secured Obligations (as defined in the Senior Mortgages), HEP Pipeline, L.L.C., a Delaware limited liability company (“Grantor”) and a subsidiary of Holly Energy Partners, L.P., a Delaware limited partnership (“HEP”) granted a security interest and mortgage lien to or for the benefit of Administrative Agent, covering the right, title and interest of Grantor in certain property described in Exhibits A through G attached hereto (the “Property”).

     D. Holly is the current owner of certain rights and interests under and pursuant to the provisions of that certain Pipelines and Tankage Agreement dated effective as of February 29, 2008 by and among Holly, Navajo Pipeline Co., L.P., a Delaware limited partnership, Navajo Refining Company, L.L.C., a Delaware limited liability company, Woods Cross Refining Company, L.L.C., a Delaware limited liability company, HEP, Operating, Grantor and HEP Woods Cross, L.L.C., a Delaware limited liability company (together with any amendments, restatements or modifications from time to time made thereto, the “Pipelines Agreement”).

     E. Holly is the current beneficiary of certain liens and security interests in a portion of the Property (the “Subordinated Liens”) under and pursuant to the provisions of that certain Mortgage and Deed of Trust (with Security Agreement and Financing Statement) (the “Holly Mortgage”) dated effective as of February 29, 2008 executed by Grantor to Christopher J. Dewar, Trustee, for the benefit of Holly, securing the Obligations (as defined in the Holly Mortgage and referred to herein as the “HEP Obligations”), such Holly Mortgage being recorded (or to be recorded) in various counties in the State of Texas.

     F. Holly has agreed to subordinate its Subordinated Lien under the Holly Mortgage (but not, pursuant to this Agreement, any of its rights and interests under the Pipelines Agreement) to (i) the Senior Mortgages and the other Senior Loan Documents, and (ii) any other mortgage, deed of trust or security instrument granted by a Purchaser (as defined in Section 3 below) or any subsequent purchaser of any portion of the Mortgaged Property (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time, a “Future Senior Mortgage”) that secures debt and obligations of, and other extensions of credit to, such Purchaser or purchaser (together with the Secured Obligations (as defined in the Senior Mortgages), referred to herein as the “Senior Secured Obligations”) and Administrative Agent has agreed that it and any such Purchaser at foreclosure of a Senior Mortgage shall recognize and not disturb or extinguish the Holly Mortgage, all on the terms and conditions hereinafter set forth.

Attachment 1-2

AGREEMENTS:

     NOW, THEREFORE, in consideration of Ten Dollars ($10) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Administrative Agent and Holly hereby covenant and agree as follows:

     1. Subordination of Holly Mortgage.

          (a) Subject to the provisions of Section 3 and Section 4 hereof, the Subordinated Liens of Holly under the Holly Mortgage and all of the terms, covenants and provisions of the Holly Mortgage, and all rights, remedies and options of Holly thereunder, are and shall at all times continue to be subject, subordinate and inferior in all respects to the Senior Loan Documents and any Future Senior Mortgage and to the liens and security interests thereof and to all amendments, modifications, and replacements thereof, with the same force and effect as if the Senior Loan Documents, or if applicable, the Future Senior Mortgage, had been executed, delivered and recorded prior to the execution, delivery and recordation of the Holly Mortgage. This Agreement is not intended, and shall not be construed, to (i) subordinate the rights and interests of Holly under the Pipelines Agreement (including Holly’s right to quiet enjoyment under the Pipelines Agreement or any claims, remedies or damages that may be due or available to, or become due or available to, Holly under the Pipelines Agreement), or (ii) subordinate the Holly Mortgage to any mortgage, deed of trust, assignment, security agreement, financing statement or other security document, other than, with respect to clause (ii), the Senior Loan Documents and the Future Senior Mortgage. Nothing in this Agreement shall impair, as between HEP, Operating, Grantor or any other Partnership Entity (as defined in the Pipelines Agreement), on the one hand, and Holly, on the other hand, the obligations of HEP, Operating, Grantor and any such other Partnership Entity, which are absolute and unconditional, to perform the HEP Obligations in accordance with their terms.

          (b) Notwithstanding anything herein or in the Holly Mortgage to the contrary, Holly hereby acknowledges and agrees, and Grantor by its consent to this Agreement acknowledges and agrees, that (i) in the event that any of the terms or provisions of this Agreement conflict with any terms or provisions of the Holly Mortgage, the terms or provisions of this Agreement shall govern and control for all purposes; and (ii) without the written prior consent of the Administrative Agent or the beneficiary of any Future Senior Mortgage (together with the Credit Parties, the “Senior Beneficiaries”), neither Holly nor Grantor (nor any future owner of the Mortgaged Property) will amend, revise, supplement, replace, restate, or otherwise modify the Holly Mortgage if such amendment, revision, supplement, replacement, restatement or other modification would be materially adverse to the rights of any Senior Beneficiary.

     2. Relative Rights and Priorities. Subject to the provisions of Section 1, Section 3 and Section 4 hereof:

          (a) Until the Senior Secured Obligations have been indefeasibly paid in full, all commitments to extend credit under the Credit Agreement (or if applicable, any agreement governing obligations secured by a Future Senior Mortgage) have terminated, and all letters of credit issued thereunder have been terminated and returned (the “Senior Obligations Payment Date”), Holly will not (i) commence any foreclosure (whether a judicial foreclosure or non-

Attachment 1-3

judicial foreclosure) of the Holly Mortgage, (ii) accept a deed or assignment in lieu of foreclosure, (iii) otherwise exercise any of its rights or remedies under the Holly Mortgage, or (iv) take any Enforcement Action.

          (b) Holly agrees that, until the Senior Obligations Payment Date has occurred:

               (i) it will not take or cause to be taken any action, the purpose or effect of which is to make any Subordinated Lien pari passu with or senior to, or to give Holly any preference or priority relative to, the liens and security interests with respect to the Senior Secured Obligations;

               (ii) it will not oppose, object to, interfere with, hinder or delay, in any manner, whether by judicial proceedings (including without limitation the filing of an Insolvency Proceeding (as herein defined)) or otherwise, any foreclosure, sale, lease, exchange, transfer or other disposition of the Mortgaged Property (as defined in the Holly Mortgage and with the same meaning herein as therein defined) by any of the Senior Beneficiaries or any other Enforcement Action taken by or on behalf of any of the Senior Beneficiaries;

               (iii) it has no right to (a) direct any of the Senior Beneficiaries to exercise any right, remedy or power with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or any Future Senior Mortgage or (b) consent or object to the exercise by any of the Senior Beneficiaries of any right, remedy or power with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or any Future Senior Mortgage or to the timing or manner in which any such right is exercised or not exercised (or, to the extent they may have any such right described in this clause (iii), whether as a junior lien creditor or otherwise, they hereby irrevocably waive such right);

               (iv) it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any of the Senior Beneficiaries seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, and none of the Senior Beneficiaries shall be liable for any action taken or omitted to be taken by any of the Senior Beneficiaries with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or any Future Senior Mortgage; and

               (v) the Senior Beneficiaries shall have the prior right to collect and receive any and all proceeds which may be paid or distributed in respect of the Mortgaged Property in any Insolvency Proceeding or otherwise arising from any sale or other disposition of the Mortgaged Property.

          (c) Until the Senior Obligations Payment Date has occurred, Holly agrees that it shall not, in, or in connection with, any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case, that is inconsistent with the terms or spirit of, or intent of the parties with respect to, this Agreement, including, without limitation, with respect to the determination of any liens or claims held by any of the Senior Beneficiaries (including the validity and enforceability thereof) or the value of any claims of such parties under the United States Bankruptcy Code or otherwise; provided that Holly may file a proof of claim in an Insolvency

Attachment 1-4

Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations imposed hereby; provided further, that if no proof of claim is filed in any Insolvency Proceeding with respect to the HEP Obligations by the 10th day prior to the bar date for such proof of claim, the Senior Beneficiaries may (but shall have no duty or obligation to), after notice to Holly, file such proof of claim, provided that the foregoing shall not confer to any Senior Beneficiary the right to vote on behalf of Holly in any insolvency proceeding.

          (d) Until the Senior Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against the owner of the Mortgaged Property, any of the Senior Beneficiaries shall have the exclusive right to take and continue any Enforcement Action with respect to the Mortgaged Property, without any consultation with or consent of Holly. Upon the occurrence and during the continuance of a default or an event of default under the Senior Loan Documents or any Future Senior Mortgage, any of the Senior Beneficiaries may take and continue any Enforcement Action with respect to the Senior Secured Obligations and the Mortgaged Property in such order and manner as they may determine in their sole discretion.

          (e) To the extent required, Holly hereby consents to the liens and security interests created by the Senior Mortgages and any Future Senior Mortgage, and Holly shall not object to or contest, or support any other person or entity in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any lien or security interest in the Mortgaged Property granted in favor of any of the Senior Beneficiaries. Notwithstanding any failure by any of the Senior Beneficiaries or Holly or their respective representatives to perfect their liens in the Mortgaged Property or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the liens in the Mortgaged Property granted in favor of any of the Senior Beneficiaries or Holly, the priority and rights as between any of the Senior Beneficiaries and Holly and its representatives with respect to the Mortgaged Property shall be as set forth herein.

          As used in this Section 2, the following terms shall have the following meanings:

     “Enforcement Action” means any demand for payment or acceleration thereof, the bringing of any lawsuit or other proceeding, the exercise of any rights and remedies, directly or indirectly, with respect to any Mortgaged Property, any enforcement or foreclosure of any lien or security interest, any sale in lieu of foreclosure, the taking of possession, exercise of any offset, repossession, garnishment, sequestration or execution, any collection of any Mortgaged Property, any notice to account debtors on any Mortgaged Property or the commencement or prosecution of enforcement of any of the rights and remedies under the Senior Loan Documents or applicable law, including without limitation the exercise of any rights of set-off or recoupment, and the exercise of any rights or remedies of a secured creditor under the uniform commercial code of any applicable jurisdiction, under the United States Bankruptcy Code, as amended from time to time or otherwise; provided, that, neither the exercise or enforcement by Holly of its rights under the Pipelines Agreement, nor the filing of a proof of claim in an Insolvency Proceeding, shall constitute an Enforcement Action.

Attachment 1-5

     “Insolvency Proceeding” means any proceeding in respect of bankruptcy, insolvency, winding up, receivership, dissolution or assignment for the benefit of creditors, in each of the foregoing events whether under the United States Bankruptcy Code, as amended from time to time or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law.

     3. Recognition and Non-Disturbance of Holly Mortgage. If Administrative Agent, any other Credit Party or any other person (Administrative Agent, any other Credit Party or such other person being herein called a “Purchaser”) shall become the owner of any part of the Property by reason of the foreclosure (whether a judicial foreclosure or non-judicial foreclosure) of a Senior Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise (any of such being herein called a “Foreclosure Event”), then for so long as the Pipelines Agreement is in effect, the Purchaser shall (i) recognize the Holly Mortgage, and the Holly Mortgage shall not be terminated or affected thereby, but shall continue in full force and effect upon all of the terms, covenants and conditions set forth in the Holly Mortgage, and (ii) be bound by and subject to all of the terms, provisions, covenants and conditions of the Holly Mortgage; provided, that, the Holly Mortgage shall be subordinated to any Future Senior Mortgage, regardless of whether such Future Senior Mortgage is a direct replacement of an existing Senior Mortgage or Security Instrument, and any such Future Senior Mortgage shall be considered a “Senior Mortgage” for purposes of this Agreement and the Holly Mortgage. Administrative Agent shall not claim, or seek adjudication, that the Holly Mortgage has been terminated or otherwise adversely affected by any Foreclosure Event.

     4. Pipelines Agreement. Administrative Agent recognizes and confirms that the Pipelines Agreement, and the rights and interests of Holly thereunder, shall in no way be restricted, limited or otherwise affected by this Agreement, the Holly Mortgage, the Senior Mortgages, any Future Senior Mortgage, the Security Instruments or any liens or security interests thereof; provided, however, that, Holly agrees that nothing in the Pipelines Agreement shall (a) prevent any Purchaser or subsequent purchaser from owning or operating the Mortgaged Property, so long as such Purchaser or subsequent purchaser shall have assumed, and be in compliance with, the Partnership Entities’ (as defined in the Pipelines Agreement) obligations under the Pipelines Agreement and shall have executed an “SNDA” as defined in, and in accordance with, Article 6 of the Holly Mortgage, or (b) be deemed to invalidate or require the release of any Senior Beneficiary’s liens in the Mortgaged Property in connection with the exercise by Holly of a purchase option under the Pipelines Agreement or otherwise. Holly shall not amend, modify or supplement the Pipelines Agreement without the prior written consent of the Majority Banks (as defined in the Credit Agreement); provided, that, such amendments, modifications or supplements may be made without the consent of the Majority Banks if such amendments, modifications or supplements (i) individually or in the aggregate, are not materially adverse to the rights of the Administrative Agent or the Financial Institutions, and (ii) individually or in the aggregate, do not materially decrease the economic benefit that Operating would have otherwise received pursuant to such agreement. Administrative Agent, both for itself and for any Purchaser, further agrees that upon any Foreclosure Event, the Pipelines Agreement shall not be terminated or affected thereby, nor shall Holly’s right to ship or store petroleum products through the pipelines or in the terminals, respectively, constituting a portion of the Property in accordance with the provisions of the Pipelines Agreement (or any other rights of Holly under the Pipelines Agreement) be affected or disturbed because of the Foreclosure

Attachment 1-6

Event, but rather the Pipelines Agreement shall continue in full force and effect as direct obligations between the Purchaser and Holly, upon all of the terms, covenants and conditions set forth in the Pipelines Agreement. Neither Administrative Agent nor any Purchaser shall claim, or seek adjudication, that the Pipelines Agreement has been terminated or otherwise adversely affected by any Foreclosure Event. Notwithstanding the foregoing, in the event that the Pipelines Agreement is rejected in bankruptcy or is otherwise terminated, the Purchaser shall, promptly upon request by Holly, enter into a Pipelines Agreement with Holly on substantially the same terms (and with tariffs and minimum volumes commensurate with those then applicable under the Pipelines Agreement) and conditions as the rejected or terminated Pipelines Agreement, but having a term commencing on the date on which Purchaser acquired title to any portion of the Property. The immediately preceding sentence shall be deemed to be a covenant running with the land and shall be binding on any person or entity that acquires title to all or party of the Property by, through or under a Senior Mortgage.

     5. Attornment With Respect to the Pipelines Agreement. Upon the occurrence of any Foreclosure Event, Holly shall attorn to the Purchaser, the Purchaser shall accept such attornment, and the Purchaser and Holly shall be bound to each other under all of the terms, provisions, covenants and conditions of the Pipelines Agreement; provided, that, except for Holly’s express rights and remedies under the Pipelines Agreement, in no event shall the Purchaser be liable for any act, omission, default, misrepresentation, or breach of warranty of HEP, Grantor or any other Partnership Entity (as defined in the Pipelines Agreement) (or any owner of the Mortgaged Property prior to such Purchaser) or obligations accruing prior to Purchaser’s actual ownership of the Property. The provisions of this Agreement regarding attornment by Holly shall be self-operative and effective without the necessity of execution of any new document on the part of any party hereto or the respective heirs, legal representatives, successors or assigns of any such party. Holly agrees, however, to execute and deliver upon the request of Purchaser, any instrument or certificate which in the reasonable judgment of Purchaser may be necessary or appropriate to evidence such attornment.

     6. Estoppel Certificate. Holly agrees to execute and deliver from time to time, upon the request of any of the Senior Beneficiaries, a certificate regarding the status of the Pipelines Agreement, consisting of statements, if true (or if not, specifying why not), (a) that the Pipelines Agreement is in full force and effect, (b) the date through which payments have been paid, (c) the date of the commencement of the term of the Pipelines Agreement, (d) the nature of any amendments or modifications of the Pipelines Agreement, (e) to Holly’s actual knowledge without investigation, no default, or state of facts which with the passage of time or notice (or both) would constitute a default, exists under the Pipelines Agreement, (f) to Holly’s actual knowledge without investigation, no setoffs, recoupments, estoppels, claims or counterclaims exist against HEP or any other Partnership Entity (as defined in the Pipelines Agreement) under the Pipelines Agreement, and (g) such other factual matters as may be reasonably requested.

     7. [Intentionally Omitted].

     8. Reliance on Notices. Grantor agrees that Holly may rely upon any and all notices from Administrative Agent or any Purchaser, even if such conflict with notices from Grantor.

Attachment 1-7

     9. Notices. All notices, consents and other communications pursuant to the provisions of this Agreement shall be in writing and shall be sent by (a) registered or certified mail, postage prepaid, return receipt requested, (b) nationally recognized overnight delivery service, or (c) telecopier, addressed as follows:

If to Administrative Agent:	Union Bank of California, N.A.
	445 South Figueroa Street, 15th Floor
	Los Angeles, California 90071
	Attention:	Sean Murphy
	Telecopy:	(213) 236-6823
If to Holly:	Holly Corporation
	100 Crescent Court, Suite 1600
	Dallas, Texas 75201-6927
	Attention:	General Counsel
	Telecopy:	(214) 871-3523

Notice sent by registered or certified mail, postage prepaid, return receipt requested, shall be deemed given and received on the third Business Day (hereinafter defined) after being deposited in the United States mail, notice sent by nationally recognized overnight delivery service shall be deemed given in conformity with this paragraph and received on the first Business Day after being deposited with such delivery service, and notice given by telecopier shall be deemed given and received upon actual receipt if received during the recipient’s normal business hours or at the beginning of the recipient’s next Business Day after receipt if not received during the recipient’s normal business hours. Each party may designate a change of address by notice to the other party. “Business Day” means a day upon which commercial banks are not authorized or required by law to close in Dallas, Texas.

     10. Binding Effect. This Agreement shall be binding upon Administrative Agent, Holly and any Purchaser and inure to the benefit of the Senior Beneficiaries and Holly and their respective successors and assigns. Grantor has assigned to Administrative Agent its rights hereunder, and the Partnership Entities (as defined in the Pipelines Agreement) have assigned to Administrative Agent their rights under the Pipelines Agreement by way of a collateral assignment. The parties agree that any person that shall become the owner of any of the rights of Grantor hereunder, or any of the rights of such Partnership Entities under the Pipelines Agreement by reason of foreclosure (whether a judicial foreclosure or non-judicial foreclosure and including, without limitation, Administrative Agent) or the acceptance of a deed or assignment in lieu of foreclosure or otherwise shall (a) have the same rights as Grantor hereunder, and such Partnership Entities under the Pipelines Agreement, including, without limitation, under this Section 10, and (b) be bound by and subject to all of the terms, provisions, covenants and conditions of this Agreement.

     11. General Definitions. The term “Administrative Agent” as used herein shall include the successors and assigns of Administrative Agent. The term “HEP” as used herein shall include the successors and assigns of HEP under the Pipelines Agreement, but shall not mean or include Administrative Agent. The term “Property” as used herein shall mean the Property, the improvements now or hereafter located thereon and the estates therein encumbered

Attachment 1-8

by the Senior Mortgages. The term “Holly” as used herein shall include the successors and assigns of Holly hereunder and under the Pipelines Agreement including, without limitation, any Holly Successor.

     12. Modifications. This Agreement may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto.

     13. Governing Law. This Agreement shall be governed by and construed under the laws of the State in which the Property is located.

     14. Duplicate Originals; Counterparts. This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of such together shall constitute a single Agreement.

     15. Further Assurances. Without unreasonable delay and to the extent requested by HEP, subject to Section 4 hereof and Article 6 of the Holly Mortgage, Holly will enter into new Subordination, Non-Disturbance and Attornment Agreements, if necessary or advisable, to facilitate the extension, amendment, supplement, restatement, replacement or refinancing of the indebtedness under the Credit Agreement.

[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

Attachment 1-9

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

ADMINISTRATIVE AGENT:	UNION BANK OF CALIFORNIA, N.A., as Administrative Agent
	By:
		Name:
		Title:
HOLLY:	HOLLY CORPORATION
	By:
		Bruce R. Shaw
		Senior Vice President and Chief Financial Officer

Attachment 1-10

GRANTOR’S CONSENT

     The undersigned hereby consents to the foregoing Subordination, Non-Disturbance and Attornment Agreement and, without limitation, agrees to the provisions of Section 1 thereof.

HEP PIPELINE, L.L.C.
By:
	HOLLY ENERGY PARTNERS — OPERATING, L.P. , its Sole Member
By:
	David G. Blair,
	Senior Vice President

Attachment 1-11

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     THIS INSTRUMENT was acknowledged before me on                                         , 2008 by                                                              ,                                           of Union Bank of California, N.A., a national banking association, as Administrative Agent, on behalf of such banking association.

                                                            
My Commission Expires

Notary Public in and for the State of Texas

Printed Name of Notary

Attachment 1-12

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     THIS INSTRUMENT was acknowledged before me on                                         , 2008 by Bruce R. Shaw, Senior Vice President and Chief Financial Officer of Holly Corporation, a Delaware corporation , on behalf of such corporation.

                                                            
My Commission Expires

Notary Public in and for the State of Texas

Printed Name of Notary

Attachment 1-13

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     This instrument was acknowledged before me on                                         , 2008, by David G. Blair, Senior Vice President of Holly Energy Partners — Operating, L.P., a Delaware limited partnership, sole member of HEP Pipeline, L.L.C., a Delaware limited liability company, on behalf of said limited liability company and limited partnership.

                                                            
My Commission Expires

Notary Public in and for the State of Texas

Printed Name of Notary

Attachment 1-14

EXHIBIT A

PIPELINE FEE LAND

None.

Attachment 1-15

EXHIBIT B

PIPELINE LEASES

Lease, dated as of February 5, 1991, originally between Shell Western E+P, Inc., as lessor, and ARCO Pipe Line Company, as lessee (as the same may from time to time be amended, modified, supplemented, extended, renewed, restated, or replaced), which instrument is described and referred to in that certain memorandum of lease recorded on March 1, 1991 at Volume 74, Page 736 of the real property records of Yoakam County, Texas

Attachment 1-16

EXHIBIT C

PIPELINE EASEMENTS

Crude Gathering Lines (steel) Yoakum County, Texas

			Original	Document	Document	Recording
State	County	Original Grantor	Grantee	Type	Date	Date	Book / Page
Baumgart Station to Riley Station Segment
Texas	Yoakum	Shell Western E+P, Inc.	ARCO Pipe Line Company	Station Lease	2/5/1991	3/4/1991	74 / 736
Texas	Yoakum	Exxon Mobile Corporation	Navajo Pipeline Company L.P.	ROW	7/26/2005	10/14/2005	279 / 297
Texas	Yoakum	Lois O. Day, et al.	Navajo Pipeline Co., L.P.	Valve Site	8/3/2005	10/14/2005	279 / 303
Texas	Yoakum	Lois O. Day, et al.	Navajo Pipeline Company L.P.	ROW	8/5/2005	8/5/2005	279 / 294
Texas	Yoakum	City of Denver City, Mayor David Bruton	Navajo Pipeline Company	ROW	7/20/2005	10/14/2005	279 / 292
Texas	Yoakum	Texas Department of Transportation (TxDOT)	Navajo Pipeline Company	Permit	7/28/2005	—	Station 83 + 80.5 RW-16G05136; Highway 83

Attachment 1-17

EXHIBIT D

PIPELINE IMPROVEMENTS

•  Baumgart Station, including all tanks, pump stations and other associated equipment, including without limitation Tank 5002, Yoakum County, Texas

•  A six-inch, seven mile line running from Baumgart Station, Yoakum County, Texas, to Riley Station, Gaines County, Texas

•  Riley Station lease connection lines, Yoakum County, Texas

•  Baumgart Station lease connection lines, Yoakum County, Texas

Attachment 1-18

EXHIBIT E

PIPELINE CONTRACTS

None.

Attachment 1-19

EXHIBIT F

PIPELINE PERMITS

To the extent assignable, all permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals now or hereafter granted by any Governmental Entity to Grantor or its predecessors in interest pertaining solely to the ownership or operation of the Pipelines.

Attachment 1-20

EXHIBIT G

PIPELINES

•  A six-inch, seven mile line running from Baumgart Station, Yoakum County, Texas, to Riley Station, Gaines County, Texas

•  Riley Station lease connection lines, Yoakum County, Texas

•  Baumgart Station lease connection lines, Yoakum County, Texas

Attachment 1-21

EX-10.7

Fee and Leasehold Deed of Trust (with Security Agreement and Financing Statement)
by
HEP Woods Cross, L.L.C., as Grantor
to
Lamont R. Richardson, as Trustee
for the benefit of
Holly Corporation, as Beneficiary

PREPARED BY AND WHEN
RECORDED RETURN TO:

Holly Corporation
100 Crescent Court, Suite 1600
Dallas, Texas 75201-6927
Attn: General Counsel

FEE AND LEASEHOLD DEED OF TRUST
(WITH SECURITY AGREEMENT AND FINANCING STATEMENT)

BY

HEP WOODS CROSS, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY,
AS GRANTOR

TO

LAMONT R. RICHARDSON,
AS TRUSTEE

FOR THE BENEFIT OF

HOLLY CORPORATION,
A DELAWARE CORPORATION
AS BENEFICIARY

DATED EFFECTIVE AS OF FEBRUARY 29, 2008

THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A TRANSMITTING UTILITY.

THIS INSTRUMENT COVERS GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN AND IS TO BE FILED FOR RECORD IN THE RECORDS WHERE MORTGAGES ON REAL ESTATE ARE RECORDED. ADDITIONALLY, THIS INSTRUMENT SHOULD BE APPROPRIATELY INDEXED, NOT ONLY AS A MORTGAGE, BUT ALSO AS A FINANCING STATEMENT COVERING GOODS THAT ARE OR ARE TO BECOME FIXTURES ON THE REAL PROPERTY DESCRIBED HEREIN. THE MAILING ADDRESSES OF THE GRANTOR (DEBTOR) AND BENEFICIARY (BENEFICIARY) ARE SET FORTH IN THIS INSTRUMENT.

FEE AND LEASEHOLD DEED OF TRUST
(WITH SECURITY AGREEMENT AND FINANCING STATEMENT)

          This FEE AND LEASEHOLD DEED OF TRUST (WITH SECURITY AGREEMENT AND FINANCING STATEMENT) (hereinafter referred to as this “Deed of Trust”), is entered into effective as of the 29th day of February, 2008, by HEP PIPELINE, L.L.C., HEP WOODS CROSS, L.L.C., a Delaware limited liability company (hereinafter referred to as “Grantor”), a subsidiary of Holly Energy Partners, L.P., a Delaware limited partnership (“HEP”), whose address for notice hereunder is at 100 Crescent Court, Suite 1600, Dallas, Texas 75201-6927, Attention: General Counsel, facsimile number (214) 871-3523, to Lamont R. Richardson, Trustee (hereinafter referred to in such capacity as “Trustee”), whose address is 185 South State Street, Suite 1300, Salt Lake City, Utah 84111 for the benefit of the herein below defined Beneficiary.

WITNESSETH:

ARTICLE 1

DEFINITIONS

1.1	Definitions. As used herein, the following terms shall have the following meanings:
	(a) Affiliate: 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 shares or the equivalent and elected directors, managers or Persons performing similar functions, the ownership of or power to vote, directly or indirectly, shares or the equivalent representing more than 50% of the power to vote in the election of directors, managers or Persons performing similar functions, (ii) ownership of more than 50% 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.
	(b) Beneficiary: Holly Corporation, a Delaware corporation whose address for notice hereunder is 100 Crescent Court, Suite 1600, Dallas, Texas 75201-6927, Attention: General Counsel.
	(c) Contracts: The Pipeline Contracts.
	(d) Deed of Trust: Shall have the meaning set forth in the introductory paragraph hereof.
	(e) Easements: The Pipeline Easements.
	(f) Event of Default: Any happening or occurrence described in Article 7 of this Deed of Trust.

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(g) Fixtures: All materials, supplies, equipment, apparatus and other items now or hereafter acquired by Grantor and now or hereafter attached to, installed in or used in connection with (temporarily or permanently) the Real Property or the Pipelines, together with all accessions, replacements, betterments and substitutions for any of the foregoing and the proceeds thereof.

(h) Governmental Entity: Any court, governmental department, commission, council, board, bureau, agency or other judicial, administrative, regulatory, legislative or other instrumentality of the United States of America or any foreign country, or any state, county, municipality or local governmental body or political subdivision or any such other foreign country.

(i) Grantor: The above defined Grantor, whether one or more, and any and all subsequent owners of the Mortgaged Property or any part thereof.

(j) Impositions: All real estate and personal property taxes; water, gas, sewer, electricity and other utility rates and charges; charges for any easement, license or agreement maintained for the benefit of the Mortgaged Property; and all other taxes, charges and assessments and any interest, costs or penalties with respect thereto, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which at any time prior to or after the execution hereof may be assessed, levied or imposed upon the Mortgaged Property or the ownership, use, occupancy or enjoyment thereof.

(k) Improvements: The Pipeline Improvements.

(l) Leases: Any and all leases, subleases, licenses, concessions or other agreements (written or verbal, now or hereafter in effect) which grant a possessory interest in and to, or the right to use, the Mortgaged Property, and all other agreements, such as utility contracts, maintenance agreements and service contracts, which in any way relate to the use, occupancy, operation, maintenance, enjoyment or ownership of the Mortgaged Property, save and except any and all leases, subleases or other agreements pursuant to which Grantor is granted a possessory interest in the Real Property.

(m) Legal Requirements: (i) Any and all laws, statutes, codes, rules, regulations, ordinances, judgments, orders, writs, decrees, requirements or determinations of any Governmental Entity, and (ii) to the extent not covered by clause (i) immediately above, any and all requirements of permits, licenses, certificates, authorizations, concessions, franchises or other approvals granted by any Governmental Entity.

(n)	Mortgaged Property: The Pipeline Assets, together with:
	(i) all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances in anywise appertaining thereto, and all right, title and interest of Grantor in and to any streets, ways, alleys, strips or gores of land adjoining the Real Property or any part thereof; and

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(ii) all betterments, additions, alterations, appurtenances, substitutions, replacements and revisions thereof and thereto and all reversions and remainders therein; and

(iii) all other property and rights of Grantor of every kind and character to the extent specifically relating to and used or to be used solely in connection with the foregoing property, and all proceeds and products of any of the foregoing.

As used in this Deed of Trust, the term “Mortgaged Property” shall be expressly defined as meaning all or, where the context permits or requires, any portion of the above, and all or, where the context permits or requires, any interest therein. Notwithstanding anything to the contrary herein, in no event shall the term “Mortgaged Property” include any Product owned by third parties that may be shipped through or stored at or in any of the Mortgaged Property.

(o)	Obligations: Shall have the meaning given such term in Section 2.1.
(p)	Permits: The Pipeline Permits.
(q)	Permitted Encumbrances: Any of the following matters:
	(i) any (A) inchoate liens, security interests or similar charges constituting or securing the payment of expenses which were incurred incidental to the ownership and operation of the Pipelines (collectively, the “Operations”) or the operation, storage, transportation, shipment, handling, repair, construction, improvement or maintenance of the Mortgaged Property, and (B) materialman’s, mechanics’, repairman’s, employees’, contractors’, operators’, warehousemen’s, barge or ship owner’s and carriers’ liens or other similar liens, security interests or charges for liquidated amounts arising in the ordinary course of business incidental to the conduct of the Operations or the ownership and operation of the Mortgaged Property, securing amounts the payment of which is not delinquent and that will be paid in the ordinary course of business or, if delinquent, that are being contested in good faith with any action or proceeding to foreclose or attach any of the Mortgaged Property on account thereof properly stayed; (ii) any liens or security interests for Taxes not yet delinquent or, if delinquent, that are being contested in good faith in the ordinary course of business with any action or proceeding to foreclose or attach any of the Mortgaged Property on account thereof properly stayed; (iii) any liens or security interests reserved in leases, rights of way or other real property interests for rental or for compliance with the terms of such leases, rights of way or other real property interests, provided payment of the debt secured is not delinquent or, if delinquent, is being contested in good faith in the ordinary course of business with any action or proceeding to foreclose or attach any of the Mortgaged Property on account thereof properly stayed; (iv) all prior reservations of minerals in and under or that may be produced from any of the lands constituting part of the Mortgaged Property or on which any part of the Mortgaged Property is located; (v) all liens (other than liens for borrowed money), security interests, charges, easements, restrictive covenants,

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encumbrances, contracts, instruments, obligations, discrepancies, conflicts, shortages in area or boundary lines, encroachments or protrusions, or overlapping of improvements, defects, irregularities and other matters affecting or encumbering title to the Mortgaged Property which individually or in the aggregate are not such as to unreasonably or materially interfere with or prevent any material operations conducted on the Mortgaged Property; (vi) rights reserved to or vested in any Governmental Entity to control or regulate any of the Mortgaged Property or the Operations and all Legal Requirements of such authorities, including any building or zoning ordinances and all environmental laws; (vii) any contract, easement, instrument, lien, security instrument, permit, amendment, extension or other matter entered into by a party in accordance with the terms of the Purchase Agreement (as defined in the Pipelines Agreement) or in compliance with the approvals or directives of the other party made pursuant to such Purchase Agreement; (viii) all Post-Closing Consents (as defined in the Purchase Agreement); (ix) defects in the early chain of the title consisting of the mere failure to recite marital status in a document or omissions of successions of heirship proceedings, unless such failure or omission results in another Person’s superior claim of title to the Pipeline Easements or relevant portion thereof; (x) any assertion of a defect based on a lack of a survey with respect to the Pipelines; (xi) any title defect affecting (or the termination or expiration of) any easement, right of way, leasehold interest or fee interest affecting property over which the Pipelines pass which has been replaced prior to the date of this Deed of Trust by an easement, right of way, leasehold interest or fee interest covering substantially the same land or the portion thereof used by Beneficiary or its Affiliates; and (xii) all Senior Liens.

(r) Person: An individual, a corporation, a partnership, a limited liability company, an association, a trust, or any other entity or organization, including, without limitation, any Governmental Entity.

(s) Personalty: The Pipeline Equipment, and all other personal property (other than the Fixtures) and intangible assets of any kind or character as defined in and subject to the provisions of the Uniform Commercial Code Article 9 — Secured Transactions, as the same is codified and in effect in Utah, which are now or hereafter located or to be located upon, within or about the Real Property, or which are or may be used in or related to the planning, development, financing or operation of the Mortgaged Property, together with all accessories, replacements and substitutions thereto or therefor and the proceeds thereof.

(t) Pipeline Assets: All of the following assets, properties and rights, whether real, personal or mixed, which are owned or held for use by Grantor solely in connection with the ownership or operation of those certain pipelines described on Exhibit G (the “Pipelines”):

(i) All parcels of fee simple real property now or hereafter owned by Grantor on which any part of the Pipelines are located including, without limitation, the

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property held in fee by Grantor described on Exhibit A, if any (collectively, the “Pipeline Fee Land”);

(ii) All leases of real property now or hereafter entered into or acquired by Grantor on which all or a part of the Pipelines are located, including, without limitation, the leases described on Exhibit B, if any (the “Pipeline Leases”);

(iii) All easements, rights-of-way, property use agreements, line rights and real property licenses (including right-of-way permits from railroads and road crossing permits or other right-of-way permits from Governmental Entities) required to operate the Pipelines now or hereafter entered into or acquired by Grantor, including, without limitation, the easements, rights-of-way, property use agreements, line rights and real property licenses described on Exhibit C (the “Pipeline Easements”);

(iv) All structures, fixtures and appurtenances (A) located on the Pipeline Fee Land, (B) located on the land subject to the Pipeline Leases, or (C) located within the Pipeline Easements, and now or hereafter owned by Grantor, including, without limitation, any buildings, pipelines, pumping facilities, refinery tanks, crude oil tanks and crude oil pipeline tanks described on Exhibit D (collectively, the “Pipeline Improvements”);

(v) To the extent same do not constitute Pipeline Improvements, any and all fittings, cathodic protection ground beds, rectifiers, other cathodic or electric protection devices, tanks, machinery, engines, pipes, pipelines, valves, valve boxes, connections, gates, scraper trap extenders, telecommunication facilities and equipment (including microwave and other transmission towers), lines, wires, computer hardware, fixed or mobile machinery and equipment, vehicle refueling tanks, pumps, heating and non-pipeline pumping stations, fittings, tools, furniture and metering equipment now owned or hereafter acquired by Grantor (the “Pipeline Equipment”);

(vi) The contracts, agreements, leases and other legally binding rights and obligations of Grantor described on Exhibit E, if any, but excluding those contracts and agreements constituting Pipeline Leases and Pipeline Easements (the “Pipeline Contracts”);

(vii) Intellectual property rights and related computer software;

(viii) All permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals now or hereafter granted by any Governmental Entity to Grantor or its predecessors in interest pertaining solely to the ownership or operation of the Pipelines, including, without limitation, those permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals described on Exhibit F, in each case to the extent the same are assignable (the “Pipeline Permits”); and

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(ix) All records and documents now or hereafter acquired by Grantor relating solely to the ownership, condition or operation of the Pipeline Assets (the “Pipeline Records”).

(u) Pipeline Contracts: Shall have the meaning set forth in subsection (vi) of the definition of Pipeline Assets.

(v) Pipeline Easements: Shall have the meaning set forth in subsection (iii) of the definition of Pipeline Assets.

(w) Pipeline Equipment: Shall have the meaning set forth in subsection (v) of the definition of Pipeline Assets.

(x) Pipeline Fee Land: Shall have the meaning set forth in subsection (i) of the definition of Pipeline Assets.

(y) Pipeline Improvements: Shall have the meaning set forth in subsection (iv) of the definition of Pipeline Assets.

(z) Pipeline Leases: Shall have the meaning set forth in subsection (ii) of the definition of Pipeline Assets.

(aa) Pipeline Permits: Shall have the meaning set forth in subsection (viii) of the definition of Pipeline Assets.

(bb) Pipeline Real Property: Collectively, the Pipeline Fee Land, the Pipeline Leases, the Pipeline Improvements and the Pipeline Easements.

(cc) Pipeline Records: Shall have the meaning set forth in subsection (ix) of the definition of Pipeline Assets.

(dd) Pipelines: Shall have the meaning set forth in the first paragraph of the definition of Pipeline Assets.

(ee) Pipelines Agreement: That certain Pipelines and Tankage Agreement dated effective as of February 29, 2008, by and among Beneficiary, Navajo Pipeline Co., L.P., a Delaware limited partnership, Navajo Refining Company, L.L.C., a Delaware limited liability company, Woods Cross Refining Company, L.L.C., a Delaware limited liability company, HEP, Holly Energy Partners—Operating, L.P., a Delaware limited partnership. HEP Pipeline, L.L.C., a Delaware limited liability company, and Grantor.

(ff) Product: Crude oil, gas oil, diesel, kerosene, casinghead, naphtha, normal butane and isobutane transported through the Pipelines.

(gg) Purchase Agreement: That certain Purchase and Sale Agreement dated effective as of February 29, 2008 by and among Beneficiary, Navajo Pipeline Co., L.P., a Delaware limited partnership, Woods Cross Refining Company, L.L.C., a Delaware limited liability company, Navajo Refining Company, L.L.C., a Delaware limited liability

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company, HEP, Holly Energy Partners — Operating, L.P., a Delaware limited partnership, Grantor and HEP Pipeline, L.L.C., a Delaware limited liability company.

(hh) Real Property: The Pipeline Real Property.

(ii) Security Documents: This Deed of Trust and any and all other documents now or hereafter executed by Grantor or any other Person to evidence or secure the performance of the Obligations.

(jj) Senior Bank Liens: Collectively, (i) each lien and security interest in all or any portion of the Mortgaged Property heretofor or hereafter granted by Grantor or its Affiliates under the Senior Credit Agreement, and (ii) each lien and security interest in all or any portion of the Mortgaged Property hereafter granted by any Person who acquires an interest in all or any portion of the Mortgaged Property securing senior debt of such Person.

(kk) Senior Credit Agreement: That certain Amended and Restated Credit Agreement dated as of August 27, 2007 (as extended, amended, supplemented, restated, replaced or refinanced in whole or in part, from time to time) among Holly Energy Partners — Operating, L.P., a Delaware limited partnership, the banks party thereto from time to time, and Union Bank of California, N.A., in its capacity as administrative agent (or any assignee of or successor to such administrative agent).

(ll) Senior Lien: Collectively, the Senior Bank Liens and each other lien and security interest as to which the lien and security interest granted pursuant to this Deed of Trust shall be subordinated thereto pursuant to the terms of a Subordination, Non-Disturbance and Attornment Agreement in substantially the form of Attachment 1 hereto executed by the Beneficiary and the holder of such lien and security interest and recorded in the Official Public Records of Real Property of Davis County, Utah.

(mm) Taxes: Any and all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, leases, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, or assessments.

ARTICLE 2

GRANT

2.1 Grant. To secure and enforce the prompt performance and compliance by the Partnership Entities (as defined in the Pipelines Agreement) of all obligations set forth for such Persons in Section 2(f), Section 7, and Section 11(b) of the Pipelines Agreement, plus all claims (as such term is defined in the Bankruptcy Code) of or damages owed to the Beneficiary against the Partnership Entities and/or the Mortgaged Property resulting from any rejection of the Pipelines Agreement by any such Person in any bankruptcy or insolvency proceeding involving any Partnership Entity, and any reasonable costs and expenses (including, but not limited to, attorneys’ and experts’ fees and court costs)

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incurred by Beneficiary in enforcing and exercising its rights hereunder (collectively, the “Obligations”), Grantor has GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents does GRANT, BARGAIN, SELL and CONVEY, unto Trustee the Mortgaged Property, subject, however, to the Permitted Encumbrances, TO HAVE AND TO HOLD the Mortgaged Property unto Trustee, forever, and Grantor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Trustee against every Person whomsoever lawfully claiming or to claim the same or any part thereof other than against any holder of any Senior Lien; provided, however, that this grant shall terminate upon the full performance and discharge of all of the Obligations and in accordance with the other terms set forth herein.

2.2

Maximum Secured Indebtedness. THE OUTSTANDING INDEBTEDNESS SECURED BY PROPERTY LOCATED IN UTAH SHALL NOT AT ANY ONE TIME EXCEED THE AGGREGATE MAXIMUM AMOUNT OF $225,000,000, WHICH SHALL CONSTITUTE THE MAXIMUM AMOUNT AT ANY TIME SECURED HEREBY.

ARTICLE 3

WARRANTIES AND REPRESENTATIONS

	Grantor hereby unconditionally warrants and represents to Beneficiary as follows:
3.1	Organization and Power. Grantor (a) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has complied with all conditions prerequisite to its doing business in the State of Utah and (b) has all requisite power and all governmental certificates of authority, licenses, permits, qualifications and documentation to own, lease and operate its properties and to carry on its business as now being, and as proposed to be, conducted.
3.2	Validity of Security Documents. The execution, delivery and performance by Grantor of the Security Documents (a) are within Grantor’s powers and have been duly authorized by Grantor’s Manager or other necessary parties, and all other requisite action for such authorization has been taken; (b) have received all (if any) requisite prior governmental approval in order to be legally binding and enforceable in accordance with the terms thereof; and (c) will not violate, be in conflict with, result in a breach of or constitute (with due notice or lapse of time, or both) a default under, any Legal Requirement or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of Grantor’s property or assets, except as contemplated by the provisions of the Security Documents. The Security Documents constitute the legal, valid and binding obligations of Grantor and others obligated under the terms of the Security Documents, in accordance with their respective terms.
3.3	Lien of this Instrument. Subject to the Senior Liens, this Deed of Trust constitutes a valid and subsisting mortgage and deed of trust lien on the Real Property and the Fixtures

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and a valid, subsisting security interest in and to, and a valid assignment of, the Personalty and Leases, all in accordance with the terms hereof.

3.4

Litigation. There are no actions, suits or proceedings pending, or to the knowledge of Grantor threatened, against or affecting the Grantor as a result of or in connection with Grantor’s entering into this Deed of Trust, or involving the validity or enforceability of this Deed of Trust or the priority of the liens and security interests created by the Security Documents, and no event has occurred (including specifically Grantor’s execution of the Security Documents) which will violate, be in conflict with, result in the breach of, or constitute (with due notice or lapse of time, or both) a default under, any Legal Requirement or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of Grantor’s property other than the liens and security interests created by the Security Documents.

ARTICLE 4

AFFIRMATIVE COVENANTS OF GRANTOR

          Grantor hereby unconditionally covenants and agrees with Beneficiary that, except for the Permitted Encumbrances, Grantor will protect the lien and security interest status of this Deed of Trust and except for the Permitted Encumbrances, will not, without the prior written consent of Beneficiary, place, or permit to be placed, or otherwise mortgage, hypothecate or encumber the Mortgaged Property with, any other lien or security interest of any nature whatsoever (statutory, constitutional or contractual) regardless of whether same is allegedly or expressly inferior to the lien and security interest created by this Deed of Trust, and, if any such lien or security interest is asserted against the Mortgaged Property, Grantor will promptly, at its own cost and expense, (a) pay the underlying claim in full or take such other action so as to cause same to be released and (b) within five days from the date such lien or security interest is so asserted, give Beneficiary notice of such lien or security interest. Such notice shall specify who is asserting such lien or security interest and shall detail the origin and nature of the underlying claim giving rise to such asserted lien or security interest.

ARTICLE 5

NEGATIVE COVENANTS OF GRANTOR

          Grantor hereby covenants and agrees with Beneficiary that, until the full performance and discharge of all of the Obligations, Grantor will not, without the prior written consent of Beneficiary, create, place or permit to be created or placed, or through any act or failure to act, acquiesce in the placing of, or allow to remain, any mortgage, pledge, lien (statutory, constitutional or contractual), security interest, encumbrance or charge on, or conditional sale or other title retention agreement, regardless of whether same are expressly subordinate to the liens of the Security Documents, with respect to, the Mortgaged Property, other than the Permitted Encumbrances.

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ARTICLE 6

AFFIRMATIVE COVENANTS OF BENEFICIARY

          By its acceptance hereof, Beneficiary recognizes that (a) Grantor is obligated or may hereafter become obligated to any of the Credit Parties (as defined in the SNDA [defined below]) in connection with the Senior Credit Agreement, and (b) Grantor and any future owner of the Mortgaged Property may incur additional indebtedness or become otherwise obligated to one or more banks, insurance companies, investment banks or other financial institutions regularly engaged in commercial lending and/or bonds, debentures, notes and similar instruments evidencing obligations that may be secured by liens or security interests on some or all of Grantor’s property, including the Mortgaged Property (the holder of such liens or security interests being a “Secured Lender”). To the extent that any such Secured Lender notifies Beneficiary of Secured Lender’s desire to subordinate the lien and security interest held by Beneficiary pursuant to this Deed of Trust, Beneficiary, by its acceptance hereof, will agree to effect such subordination by promptly executing, in one or more counterparts, a Subordination, Non-Disturbance and Attornment Agreement in substantially the form of Attachment 1 hereto (the “SNDA”). The subordination of this Deed of Trust shall (i) not be effective unless and until the SNDA has been executed by the Secured Lender, and (ii) be subject to compliance by the Secured Lender with its obligations under Section 3 and Section 4 of the SNDA. Any Secured Lender who is a party to an SNDA and who is in compliance with its obligations under Section 3 and Section 4 of such SNDA is hereinafter referred to as a “Lienholder.”

ARTICLE 7

EVENTS OF DEFAULT

          The term “Event of Default”, as used in the Security Documents, shall mean the occurrence or happening, at any time and from time to time, of any one or more of the following.

7.1

Breach of Deed of Trust. (a) Grantor shall (i) fail to perform or observe, in any material respect, any covenant, condition or agreement of this Deed of Trust to be performed or observed by Grantor, or (ii) breach any warranty or representation made by Grantor in this Deed of Trust, and such failure or breach shall continue unremedied for a period of thirty (30) days after receipt of written notice thereof to the Grantor from the Beneficiary; provided, however, that in the event such failure or breach cannot be reasonably cured within such thirty (30) day period and Grantor has diligently proceeded (and continues to proceed) to cure such breach, Grantor shall have an additional sixty (60) days to cure such failure or breach, or (b) HEP shall fail to perform all of the Obligations in full and on or before the dates same are to be performed (after giving effect to any applicable grace and cure periods).

7.2

Voluntary Bankruptcy. Grantor shall (a) voluntarily be adjudicated a bankrupt or insolvent, (b) procure, permit or suffer the voluntary or involuntary appointment of a receiver, trustee or liquidator for itself or for all or any substantial portion of its property, (c) file any petition seeking a discharge, rearrangement, or reorganization of its debts pursuant to the bankruptcy laws or any other debtor relief laws of the United States or

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	any state or any other competent jurisdiction, or (d) make a general assignment for the benefit of its creditors.
7.3	Involuntary Bankruptcy. If (a) a petition is filed against Grantor seeking to rearrange, reorganize or extinguish its debts under the provisions of any bankruptcy or other debtor relief law of the United States or any state or other competent jurisdiction, and such petition is not dismissed or withdrawn within sixty (60) days after its filing, or (b) a court of competent jurisdiction enters an order, judgment or decree appointing, without the consent of Grantor a receiver or trustee for it, or for all or any part of its property, and such order, judgment, or decree is not dismissed, withdrawn or reversed within sixty (60) days after the date of entry of such order, judgment or decree.
7.4	Rejection of Pipelines Agreement. A rejection, by or on behalf of Grantor or any other Partnership Entity (as defined in the Pipelines Agreement), of the Pipelines Agreement in bankruptcy.

ARTICLE 8

REMEDIES

8.1 Remedies. Subject, in each case, to the rights of any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the SNDA, and provided no material default by the Holly Entities (as defined in the Pipelines Agreement) has occurred and is continuing, if an Event of Default shall occur and be continuing, Beneficiary may, at Beneficiary’s election and by or through Trustee or otherwise, exercise any or all of the following rights, remedies and recourses:

(a) Entry Upon Mortgaged Property. Enter upon the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto. If Grantor remains in possession of all or any part of the Mortgaged Property after an Event of Default and without Beneficiary’s prior written consent thereto, Beneficiary may invoke any and all legal remedies to dispossess Grantor, including specifically one or more actions for forcible entry and detainer, trespass to try title and writ of restitution. Nothing contained in the foregoing sentence shall, however, be construed to impose any greater obligation or any prerequisites to acquiring possession of the Mortgaged Property after an Event of Default than would have existed in the absence of such sentence.

(b) Operation of Mortgaged Property. Hold, lease, manage, operate or otherwise use or permit the use of the Mortgaged Property, either itself or by other Persons, firms or entities, in such manner, for such time and upon such other terms as Beneficiary may deem to be prudent and reasonable under the circumstances (making such repairs, alterations, additions and improvements thereto and taking any and all other action with reference thereto, from time to time, as Beneficiary shall deem necessary or desirable), and apply all amounts collected by Trustee or Beneficiary in connection therewith in accordance with the provisions of Section 8.7.

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(c) Trustee or Receiver. Prior to, upon or at any time after, commencement of any legal proceedings hereunder, make application to a court of competent jurisdiction as a matter of strict right and without notice to Grantor or regard to the adequacy of the Mortgaged Property for the satisfaction of the Obligations for appointment of a receiver of the Mortgaged Property, and Grantor does hereby irrevocably consent to such appointment. Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Mortgaged Property upon such terms as may be approved by the court.

(d) Foreclosure; Lawsuits. Beneficiary shall have the right, in one or several concurrent or consecutive proceedings, to commence an action to foreclose the lien of this Deed of Trust as a mortgage in accordance with Beneficiary’s rights under Utah Code Annotated Section 57-1-23, or other applicable law. Beneficiary or its nominee may bid and become the purchaser of all or any part of the Mortgaged Property at any foreclosure or other sale hereunder, and the amount of Beneficiary’s successful bid shall be credited on the Obligations. Without limiting the foregoing, Beneficiary may proceed by a suit or suits in law or equity, whether for specific performance of any covenant or agreement herein contained or contained in any of the Pipeline Agreements, or in aid of the execution of any power herein granted, or for any foreclosure under the judgment or decree of any court of competent jurisdiction, or for damages, or to collect the indebtedness secured hereby, or for the enforcement of any other appropriate legal, equitable, statutory or contractual remedy. Beneficiary may sell the Mortgaged Property at public auction in one or more parcels, at Beneficiary’s option, and convey the same to the purchaser in fee simple, Grantor to remain liable for any deficiency for which Grantor shall be personally liable.

(e) Power of Sale. Beneficiary may institute a exercise the power of sale herein contained and deliver to Trustee a written statement of default or breach and cause Trustee to execute and record a notice of default and election to cause Grantor’s interest in the Mortgaged Property to be sold in accordance with Utah Annotated Code § 57-1-24. After the lapse of such time as may then be required by Utah Annotated Code § 57-1-24 or other applicable law following the recordation of the notice of default, and notice of default and notice of sale having been given as then required by Utah Annotated Code § 57-1-25 and Section 57-1-26 or other applicable law, Trustee, without demand on Grantor, shall sell the Mortgaged Property on the date and at the time and place designated in the notice of sale, either as a whole or in separate parcels, and in such order as Beneficiary may determine (but subject to Grantor’s statutory right under Utah Annotated Code § 57-1-27 to direct the order in which the property, if consisting of several known lots or parcels, shall be sold), at public auction to the highest bidder, the purchase price payable in lawful money of the United States at the time of sale. The person conducting the sale may, for any cause deemed expedient, postpone the sale from time to time until it shall be completed and, in every such case, notice of postponement shall be given by public declaration thereof by such person at the time and place last appointed for the sale; provided, if the sale is postponed for longer than forty-five (45) days beyond the date designated in the notice of sale, notice of the time, date, and place of sale shall be given in the same manner as the original notice of sale as required by Utah Annotated Code § 57-1-27. Trustee shall execute and deliver to the purchaser a

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	Trustee’s Deed, in accordance with Utah Annotated Code § 57-1-28, conveying the Property so sold, but without any covenant of warranty, express or implied. The recitals in the Trustee’s Deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Beneficiary, may bid at the sale. Upon any sale made under or by virtue of this section, whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, the Beneficiary may bid for and acquire the Mortgaged Property, whether by payment of cash or by credit bid in accordance with Utah Annotated Code § 57-1-28(1)(b). In the event of a successful credit bid, Beneficiary shall make settlement for the purchase price by crediting upon the Secured Obligations of Grantor secured by this Deed of Trust such credit bid amount. Beneficiary, upon so acquiring the Property or any part thereof, shall be entitled to hold, lease, rent, operate, manage, and sell the same in any manner provided by applicable laws. For purposes of Utah Code Annotated Section 57-1-28, Grantor agrees that all default interest, late charges, and similar amounts, if any, owing from time to time under the Pipeline Agreements shall constitute a part of and be entitled to the benefits of Beneficiary’s Deed of Trust lien upon the Mortgaged Property, and (ii) Beneficiary may add all default interest, late charges, and similar amounts owing from time to time under the Pipeline Agreements to the Obligations, and in either case Beneficiary may include the amount of all unpaid late charges in any credit bid Beneficiary may make at a foreclosure sale of the Mortgaged Property pursuant to this Deed of Trust. In the event of any amendment to the provisions of Utah Code Annotated Title 57 or other provisions of Utah Code Annotated referenced in this Deed of Trust, this Deed of Trust shall, at the sole election of Beneficiary, be deemed amended to be consistent with such amendments or Beneficiary may elect not to give effect to such deemed amendments hereto if permitted by applicable law.
	(f) Other. Exercise any and all other rights, remedies and recourses granted under this Deed of Trust.
8.2	Remedies Cumulative, Concurrent and Nonexclusive. Beneficiary shall have all rights, remedies and recourses granted in the Pipelines Agreement and, subject to the rights of any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the SNDA, the Deed of Trust and same (a) shall be cumulative and concurrent; (b) may be pursued separately, successively or concurrently against Grantor or others obligated under this Deed of Trust, or against the Mortgaged Property, or against any one or more of them, at the sole discretion of Beneficiary; (c) may be exercised as often as occasion therefor shall arise, it being agreed by Grantor that the exercise or failure to exercise any of same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (d) are intended to be, and shall be, nonexclusive.
8.3	Obligations. Neither Grantor, any other Partnership Entity (as defined in the Pipelines Agreement) nor any other Person hereafter obligated for performance or fulfillment of all or any of the Obligations shall be relieved of such obligation by reason of (a) the failure of Trustee to comply with any request of Grantor or any other Person to enforce any provisions of this Deed of Trust; (b) the release, regardless of consideration, of the Mortgaged Property or the addition of any other property to the Mortgaged Property; (c)

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	any agreement or stipulation between any subsequent owner of the Mortgaged Property and Beneficiary extending, renewing, rearranging or in any other way modifying the terms of the Security Documents without first having obtained the consent of, given notice to or paid any consideration to Grantor or such other Person, and in such event Grantor and all such other Persons shall continue to be liable to make payment according to the terms of any such extension or modification agreement unless expressly released and discharged in writing by Beneficiary; or (d) by any other act or occurrence save and except the complete fulfillment of all of the Obligations.
8.4	Release of and Resort to Collateral. Beneficiary may release, regardless of consideration, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interest created in or evidenced by this Deed of Trust or their stature as a lien and security interest in and to the Mortgaged Property.
8.5	Waiver of Redemption, Notice and Marshalling of Assets. To the fullest extent permitted by law, Grantor hereby irrevocably and unconditionally waives and releases (a) all benefits that might accrue to Grantor by virtue of any present or future law exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or extension of time for payment; (b) all notices of any Event of Default or of Trustee’s election to exercise or his actual exercise of any right, remedy or recourse provided for under this Deed of Trust; and (c) any right to a marshalling of assets or a sale in inverse order of alienation.
8.6	Discontinuance of Proceedings. In case Beneficiary shall have proceeded to invoke any right, remedy or recourse permitted under this Deed of Trust and shall thereafter elect to discontinue or abandon same for any reason, Beneficiary shall have the unqualified right so to do and, in such an event, Grantor and Beneficiary shall be restored to their former positions with respect to the Obligations, the Security Documents, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Beneficiary shall continue as if same had never been invoked.
8.7	Application of Proceeds. Subject, in each case, to applicable law and the rights of any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the SNDA (including, without limitation, the right to receive payments otherwise due to HEP under the terms of the Pipelines Agreement), the proceeds and other amounts generated by the holding, operating or other use of, the Mortgaged Property shall be applied by Trustee or Beneficiary (or the receiver, if one is appointed) to the extent that funds are so available therefrom in the following orders of priority:
	(a) first, to the payment of the costs and expenses of taking possession of the Mortgaged Property and of holding, using, leasing, repairing and improving the same, including without limitation (i) trustees’ and receivers’ fees, (ii) court costs, (iii) attorneys’ and accountants’ fees, and (iv) the payment of any and all Impositions, liens, security interests or other rights, titles or interests equal or superior to the lien and security interest of this Deed of Trust (except those to which the Mortgaged Property has

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	been sold subject to and without in any way implying Beneficiary’s prior consent to the creation thereof);
	(b) second, to the payment of all amounts which may be due to Beneficiary with respect to the Obligations;
	(c) third, to the extent permitted by law, funds are available therefor out of the proceeds generated by the holding, operating or other use of the Mortgaged Property and known by Beneficiary, to the payment of any indebtedness or obligation secured by a subordinate deed of trust on or security interest in the Mortgaged Property; and
	(d) fourth, to Grantor.
8.8	INDEMNITY. IN CONNECTION WITH ANY ACTION TAKEN BY TRUSTEE AND/OR BENEFICIARY PURSUANT TO THIS DEED OF TRUST, TRUSTEE AND/OR BENEFICIARY AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS, ACCOUNTANTS AND EXPERTS (COLLECTIVELY THE “INDEMNIFIED PARTIES”) SHALL NOT BE LIABLE FOR ANY LOSS SUSTAINED BY GRANTOR RESULTING FROM (i) AN ASSERTION THAT TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY HAS RECEIVED FUNDS FROM THE OPERATIONS OF THE MORTGAGED PROPERTY CLAIMED BY THIRD PERSONS OR (ii) ANY ACT OR OMISSION OF TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY IN ADMINISTERING, MANAGING, OPERATING OR CONTROLLING THE MORTGAGED PROPERTY, INCLUDING IN EITHER CASE SUCH LOSS WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF TRUSTEE, BENEFICIARY OR AN INDEMNIFIED PARTY OR WHICH MAY RESULT FROM STRICT LIABILITY, WHETHER UNDER APPLICABLE LAW OR OTHERWISE, UNLESS SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH OF TRUSTEE, BENEFICIARY OR ANY INDEMNIFIED PARTY NOR SHALL TRUSTEE, BENEFICIARY AND/OR ANY INDEMNIFIED PARTY BE OBLIGATED TO PERFORM OR DISCHARGE ANY OBLIGATION, DUTY OR LIABILITY OF GRANTOR. GRANTOR SHALL AND DOES HEREBY AGREE TO INDEMNIFY TRUSTEE, BENEFICIARY AND EACH OF THEIR RESPECTIVE INDEMNIFIED PARTIES FOR, AND TO HOLD THEM HARMLESS FROM, ANY AND ALL LOSSES WHICH MAY OR MIGHT BE INCURRED BY TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY BY REASON OF THIS DEED OF TRUST OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER, INCLUDING SUCH LOSSES WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF TRUSTEE, BENEFICIARY OR AN INDEMNIFIED PARTY OR WHICH MAY RESULT FROM STRICT LIABILITY, WHETHER UNDER APPLICABLE LAW OR OTHERWISE, UNLESS SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH OF TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY. SHOULD TRUSTEE, BENEFICIARY AND/OR ANY

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	INDEMNIFIED PARTY MAKE ANY EXPENDITURE ON ACCOUNT OF ANY SUCH LOSSES, THE AMOUNT THEREOF, INCLUDING, WITHOUT LIMITATION, COSTS, EXPENSES AND REASONABLE ATTORNEYS’ FEES, SHALL BE A DEMAND OBLIGATION (WHICH OBLIGATION GRANTOR HEREBY EXPRESSLY PROMISES TO PAY) OWING BY GRANTOR TO TRUSTEE AND/OR BENEFICIARY AND SHALL BEAR INTEREST FROM THE DATE EXPENDED UNTIL PAID AT THE HIGHEST RATE ALLOWED BY LAW, SHALL BE A PART OF THE OBLIGATIONS AND SHALL BE SECURED BY THIS DEED OF TRUST. THE LIABILITIES OF GRANTOR AS SET FORTH IN THIS SECTION 8.8 SHALL SURVIVE THE TERMINATION OF THIS DEED OF TRUST.
8.9	Reinstatement. If Grantor, Grantor’s successor interest or any other person having a subordinate lien or encumbrance of record on the Mortgaged Property, reinstatements this Deed of Trust with three (3) months of the recordation of a notice of default in accordance with Utah Annotated Code § 57-1-31(1), such party shall pay to Beneficiary the reasonable cancellation fee contemplated by Utah Annotated Code § 57-1-31-(2), as delivered by Beneficiary, whereupon Trustee shall record a notice of cancellation of the pending sale.
8.10	Request for Notice. Beneficiary hereby requests, pursuant to Utah Annotated Code § 57-1-26(3), a copy of any notice of default and that any notice of sale hereunder be mailed to it at the address set forth in the first paragraph of this Deed of Trust.

ARTICLE 9

SECURITY AGREEMENT

9.1

Security Interest. This Deed of Trust shall be construed as a deed of trust on real property and it shall (subject to the Senior Liens) also constitute and serve as a “Security Agreement” on personal property within the meaning of, and shall constitute a security interest under, the Uniform Commercial Code (as the same is codified and in effect in Utah) with respect to the Personalty, Fixtures and Leases. To this end, Grantor has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED, AND SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER AND SET OVER, unto Trustee and unto Beneficiary, a security interest in all of Grantor’s right, title and interest in, to and under the Personalty, Fixtures and Leases to secure the full and timely performance and discharge of the Obligations, subject only to the Permitted Encumbrances.

9.2

Financing Statements. Grantor hereby authorizes Beneficiary to file such “Financing Statements,” and Grantor hereby agrees to execute and deliver such further assurances as Beneficiary may, from time to time, consider reasonably necessary to create, perfect and preserve Beneficiary’s security interest herein granted and Beneficiary may cause such statements and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest.

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9.3	Uniform Commercial Code Remedies. Subject, in each case, to the rights of any Lienholder under or pursuant to the Senior Liens, and the terms and provisions of the SNDA and this Deed of Trust, Beneficiary and/or Trustee shall have all the rights, remedies and recourses (other than auction and sale rights) with respect to the Personalty, Fixtures and Leases afforded to it by the aforesaid Uniform Commercial Code (as the same is codified and in effect in Utah) in addition to, and not in limitation of, the other rights, remedies and recourses afforded by this Deed of Trust.
9.4	No Obligation of Trustee or Beneficiary. The assignment and security interest herein granted shall not be deemed or construed to constitute Trustee or Beneficiary as a trustee in possession of the Mortgaged Property, to obligate Trustee or Beneficiary to lease the Mortgaged Property or attempt to do same, or to take any action, incur any expense or perform or discharge any obligation, duty or liability whatsoever.
9.5	Fixture Filing. This Deed of Trust shall constitute a “fixture filing” for all purposes of Article 9 of the Uniform Commercial Code, as codified and in effect in Utah. All or part of the Mortgaged Property are or are to become fixtures; information concerning the security interest herein granted may be obtained at the addresses set forth on the first page hereof. The address of the Secured Party (Beneficiary) is the address set forth in Section 1.1(b) and the address of the Debtor (Grantor) is the address set forth in the opening paragraph of this Deed of Trust.
9.6	Satisfaction and Release. If (a) all Obligations secured hereby shall be paid, performed and satisfied in full, (b) the Mortgaged Property (or any portion thereof, in which case the provisions of clauses (i) through (iv) below shall be applicable only to such portion) shall be sold, consigned, conveyed or transferred in accordance with the provisions of the Pipelines Agreement, [and/or] (c) the Pipelines Agreement shall be terminated, cancelled or otherwise expire, and the Obligations of the Partnership Entities (as defined in the Pipelines Agreement) set forth in Section 2(f) of the Pipelines Agreement shall no longer be applicable, and/or (d) at any time Grantor’s or HEP’s (in the event Grantor does not have a stand-alone credit rating) senior unsecured debt has an Investment Grade Rating (as hereinafter defined) from both Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group (“S&P”) (or any successor to the rating business of either thereof), then (i) this Deed of Trust shall be null and void, (ii) the liens and security interests created by this Deed of Trust shall be released as promptly as practicable, (iii) the Mortgaged Property shall revert to Grantor (or the transferee in the case of clause (b) above) free and clear of the liens and security interests created by this Deed of Trust, and (iv) Beneficiary and Trustee (as applicable) shall execute and deliver, or cause to be executed and delivered, instruments of satisfaction and release that are reasonably requested by Grantor. Otherwise, this Deed of Trust shall remain and continue in full force and effect. As used in this Section 9.6, the term “Investment Grade Rating” shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, or BBB- (or the equivalent) by S&P.

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ARTICLE 10

CONCERNING THE TRUSTEE

10.1	No Required Action. Trustee shall not be required to take any action toward the execution and enforcement of the trust hereby created or to institute, appear in or defend any action, suit or other proceeding in connection therewith where in his opinion such action will be likely to involve him in expense or liability, unless requested so to do by a written instrument signed by Beneficiary and, if Trustee so requests, unless Trustee is tendered security and indemnity satisfactory to him against any and all costs, expense and liabilities arising therefrom. Trustee shall not be responsible for the execution, acknowledgment or validity of the Security Documents, or for the proper authorization thereof, or for the sufficiency of the lien and security interest purported to be created hereby, and makes no representation in respect thereof or in respect of the rights, remedies and recourses of Beneficiary.
10.2	Certain Rights. With the approval of Beneficiary, Trustee shall have the right to take any and all of the following actions: (a) to select, employ and advise with counsel (who may be, but need not be, counsel for Beneficiary) upon any matters arising hereunder, including the preparation, execution and interpretation of the Security Documents, and shall be fully protected in relying as to legal matters on the advice of counsel; (b) to execute any of the trusts and powers hereof and to perform any duty hereunder either directly or through his agents or attorneys; (c) to select and employ, in and about the execution of his duties hereunder, suitable accountants, engineers and other experts, agents and attorneys-in-fact, either corporate or individual, not regularly in the employ of Trustee, and Trustee shall not be answerable for any act, default or misconduct of any such accountant, engineer or other expert, agent or attorney-in-fact, if selected with reasonable care, or for any error of judgment or act done by Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, except for Trustee’s gross negligence or bad faith; and (d) to take any and all other lawful action as Beneficiary may instruct Trustee to take to protect or enforce Beneficiary’s rights hereunder. Trustee shall not be personally liable in case of entry by him, or anyone entering by virtue of the powers herein granted him, upon the Mortgaged Property for debts contracted or liability or damages incurred in the management or operation of the Mortgaged Property. Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him hereunder, believed by him in good faith to be genuine. Trustee shall be entitled to reimbursement for expenses incurred by him in the performance of his duties hereunder and to reasonable compensation for such of his services hereunder as shall be rendered. Grantor will, from time to time, pay the compensation due to Trustee hereunder and reimburse Trustee for, and save him harmless against, any and all liability and expenses which may be incurred by him in the performance of his duties.
10.3	Retention of Moneys. All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by

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	law) and Trustee shall be under no liability for interest on any moneys received by him hereunder.
10.4	Successor Trustees. Trustee may resign by the giving of notice of such resignation in writing to Beneficiary. If Trustee shall die, resign or become disqualified from acting in the execution of this trust, or shall fail or refuse to execute the same when requested by Beneficiary so to do, or if, for any reason, Beneficiary shall prefer to appoint a substitute trustee to act instead of the aforenamed Trustee, Beneficiary shall have full power to appoint a substitute trustee and, if preferred, several substitute trustees in succession who shall succeed to all the estates, properties, rights, powers and duties of the aforenamed Trustee. Such appointment may be executed by any authorized agent of Beneficiary, and if such Beneficiary be a corporation and such appointment be executed in its behalf by any officer of such corporation, such appointment shall be conclusively presumed to be executed with authority and shall be valid and sufficient without proof of any action by the Board of Directors or any superior officer of the corporation. Grantor hereby ratifies and confirms any and all acts which the aforenamed Trustee, or his successor or successors in this trust, shall do lawfully by virtue hereof.
10.5	Perfection of Appointment. Should any deed, conveyance or instrument of any nature be required from Grantor by any successor Trustee to more fully and certainly vest in and confirm to such new Trustee such estates, rights, powers and duties, then, upon request by such Trustee, any and all such deeds, conveyances and instruments shall be made, executed, acknowledged and delivered and shall be caused to be recorded and/or filed by Grantor.
10.6	Succession Instruments. Any new Trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its or his predecessor in the rights hereunder with like effect as if originally named as Trustee herein; but nevertheless, upon the written request of Beneficiary or of the successor Trustee, the Trustee ceasing to act shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver any of the property and moneys held by such Trustee to the successor Trustee so appointed in its or his place.
10.7	No Representation by Trustee. By accepting or approving anything required to be observed, performed or fulfilled or to be given to Trustee or Beneficiary pursuant to the Security Documents, including but not limited to, any officer’s certificate, balance sheet, statement of profit and loss or other financial statement, survey, appraisal or insurance policy, neither Trustee nor Beneficiary shall be deemed to have warranted, consented to, or affirmed the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not be or constitute any warranty, consent or affirmation with respect thereto by Trustee or Beneficiary.

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ARTICLE 11

MISCELLANEOUS

11.1	Performance at Grantor’s Expense. The cost and expense of performing or complying with any and all of the Obligations shall be borne solely by Grantor and/or the other Partnership Entities to the extent provided in the Pipelines Agreement.
11.2	Survival of Obligations. Each and all of the Obligations shall survive the execution and delivery of the Security Documents and shall continue in full force and effect until the Obligations have been performed and discharged in full.
11.3	Further Assurances. Grantor, upon the request of Trustee or Beneficiary, will execute, acknowledge, deliver and record and/or file such further instruments and do such further acts as may be necessary, desirable or proper to carry out more effectively the purpose of the Security Documents and to subject to the liens and security interests thereof any property intended by the terms thereof to be covered thereby, including specifically but without limitation, any renewals, additions, substitutions, replacements, betterments or appurtenances to the then Mortgaged Property.
11.4	Recording and Filing. Grantor will cause the Security Documents and all amendments and supplements thereto and substitutions therefor to be recorded, filed, re-recorded and refiled in such manner and in such places as Trustee or Beneficiary shall reasonably request, and will pay all such recording, filing, re-recording and refiling taxes, fees and other charges.
11.5	Notices. All notices or other communications required or permitted to be given pursuant to this Deed of Trust shall be in writing and shall be considered as properly given if mailed by first-class United States mail, postage prepaid, registered or certified with return receipt requested, or by delivering same in person to the intended addressee or by prepaid telegram. Notice so mailed shall be effective two days following its deposit. Notice given in any other manner shall be effective only if and when received by the addressee. For purposes of notice, the addresses of Beneficiary and Grantor shall be as set forth in Section 1.1(b) and the opening paragraph hereinabove, respectively; provided, however, that either party shall have the right to change its address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days’ notice to the other party in the manner set forth hereinabove.
11.6	No Waiver. Any failure by Trustee or Beneficiary to insist, or any election by Trustee or Beneficiary not to insist, upon strict performance by Grantor of any of the terms, provisions or conditions of the Security Documents shall not be deemed to be a waiver of same or of any other terms, provision or condition thereof and Trustee or Beneficiary shall have the right at any time or times thereafter to insist upon strict performance by Grantor of any and all of such terms, provisions and conditions.
11.7	Beneficiary’s Right to Perform the Obligations. If Grantor shall fail, refuse or neglect to make any payment or perform any act required by the Security Documents (after

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	giving effect to any applicable notice and cure period), then at any time thereafter, and without further notice to or demand upon Grantor and without waiving or releasing any other right, remedy or recourse Beneficiary may have because of same, Beneficiary may (but shall not be obligated to) make such payment or perform such act for the account of and at the expense of Grantor, and shall have the right to enter upon or in the Real Property for such purpose and to take all such action thereon and with respect to the Mortgaged Property as it may deem necessary or appropriate but in any case subject to the rights of any Lienholder arising under or pursuant to the Senior Liens and the terms and provisions of the SNDA. If Beneficiary shall elect to pay any Imposition or other sums due with reference to the Mortgaged Property, Beneficiary may do so in reliance on any bill, statement or assessment procured from the appropriate Governmental Entity or other issuer thereof without inquiring into the accuracy or validity thereof. Similarly, in making any payments to protect the security intended to be created by the Security Documents, Beneficiary shall not be bound to inquire into the validity of any apparent or threatened adverse title, lien, encumbrance, claim or charge before making an advance for the purpose of preventing or removing the same. Grantor shall indemnify Beneficiary for all losses, expenses, damage, claims and causes of action, including reasonable attorneys’ fees, incurred or accruing by reason of any acts performed by Beneficiary pursuant to the provisions of this Section 11.7 or by reason of any other provision in the Security Documents. All sums paid by Beneficiary pursuant to this Section 11.7 and all other sums expended by Beneficiary to which it shall be entitled to be indemnified, together with interest thereon at the maximum rate allowed by law from the date of such payment or expenditure, shall be secured by the Security Documents and shall be paid by Grantor to Beneficiary upon demand.
11.8	Covenants Running with the Land. All Obligations contained in the Security Documents are intended by the parties to be, and shall be construed as, covenants running with the Mortgaged Property.
11.9	Successors and Assigns. All of the terms of the Security Documents shall apply to, be binding upon and inure to the benefit of the parties thereto, their successors and assigns, and all other Persons claiming by, through or under them.
11.10	Severability. The Security Documents are intended to be performed in accordance with, and only to the extent permitted by, all applicable Legal Requirements. If any provision of any of the Security Documents or the application thereof to any Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable neither the remainder of the instrument in which such provision is contained nor the application of such provision to other Persons or circumstances nor the other instruments referred to hereinabove shall be affected thereby, but rather shall be enforced to the greatest extent permitted by law.
11.11	Entire Agreement and Modification. The Security Documents contain the entire agreements between the parties relating to the subject matter hereof and thereof and all prior agreements relative thereto which are not contained herein or therein are terminated. Notwithstanding anything herein to the contrary, Grantor and, by its acceptance hereof, Beneficiary hereby acknowledge and agree that in the event that any of the terms or

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	provisions of this Deed of Trust conflict with any terms or provisions of the Pipelines Agreement, the terms or provisions of the Pipelines Agreement shall govern and control for all purposes. The Security Documents may not be amended, revised, waived, discharged, released or terminated orally but only by a written instrument or instruments (a) executed by the party against which enforcement of the amendment, revision, waiver, discharge, release or termination is asserted, and (b) consented to by the Lienholders to the extent any such amendment, revision, waiver, discharge, release or termination would be materially adverse to the rights of any such Lienholder. Any alleged amendment, revision, waiver, discharge, release or termination which is not so documented shall not be effective as to any party.
11.12	Counterparts. This Deed of Trust may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute but one instrument.
11.13	Applicable Law. This Deed of Trust shall be construed and enforced in accordance with and governed by the laws of the State of Texas and the laws of the United States of America, except that to the extent that the law of the state in which a portion of the Mortgaged Property is located (or which is otherwise applicable to a portion of the Mortgaged Property) necessarily or appropriately governs with respect to procedural and substantive matters relating to the creation, perfection and enforcement of the liens, security interests and other rights and remedies of Trustee on behalf of Beneficiary or Beneficiary granted herein, the laws of such state shall apply as to that portion of the Mortgaged Property located in (or otherwise subject to the laws of) such state.
11.14	No Partnership. Nothing contained in the Security Documents is intended to, or shall be construed as, creating to any extent and in any manner whatsoever, any partnership, joint venture, or association between Grantor, Trustee and Beneficiary, or in any way make Beneficiary or Trustee coprincipals with Grantor with reference to the Mortgaged Property, and any inferences to the contrary are hereby expressly negated.
11.15	Headings. The Article, Section and Subsection entitlements hereof are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the text of such Articles, Sections or Subsections.
11.16	Waiver of Stay, Moratorium, and Similar Rights. Grantor agrees, to the full extent that it may lawfully do so, that it will not at any time insist upon or plead or in any way take advantage of any appraisement, valuation, stay, marshalling of assets, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or hinder the enforcement of the provisions of this Deed of Trust or the indebtedness secured hereby, or any agreement between Grantor and Beneficiary or any rights or remedies Beneficiary may have thereunder, hereunder or by law.
11.17	Transfer of Mortgaged Property. No sale, lease, exchange, assignment, conveyance or other transfer (each, a “Transfer”) of the Mortgaged Property will extinguish the lien or security interest created by this Deed of Trust, except to the extent provided in Section 9.6 of this Deed of Trust or in the Pipelines Agreement. As a condition to any Transfer, Beneficiary may (a) require the express assumption of the Obligations by the transferee

22

	(with or without the release of Grantor from liability in respect thereof), and (b) require the execution of an assumption agreement, modification agreements, supplemental security documents and financing statements satisfactory in form and substance to Beneficiary.
11.18	Estoppel Certificates. Grantor and Beneficiary agree to execute and deliver from time to time, upon the request of the other party, a certificate regarding the status of the Pipelines Agreement, consisting of statements, if true (or if not, specifying why not), (a) that the Pipelines Agreement is in full force and effect, (b) the date through which payments have been paid, (c) the date of the commencement of the term of the Pipelines Agreement, (d) the nature of any amendments or modifications of the Pipelines Agreement, (e) to such party’s actual knowledge without investigation, no default, or state of facts which with the passage of time or notice (or both) would constitute a default, exists under the Pipelines Agreement, (f) to such party’s actual knowledge without investigation, no setoffs, recoupments, estoppels, claims or counterclaims exist against the other party under the Pipelines Agreement, and (g) such other factual matters as may be reasonably requested.
11.19	Final Agreement. Grantor acknowledges receipt of a copy of this instrument at the time of execution hereof. Grantor acknowledges that, except as incorporated in writing in this Deed of Trust, there are not, and were not, and no persons are or were authorized to make any representations, understandings, stipulations, agreements or promises, oral or written, with respect to the matters addressed in this Deed of Trust. PURSUANT TO UTAH CODE ANN. SECTION 25-5-4, GRANTOR IS HEREBY NOTIFIED THAT THIS DEED OF TRUST, THE PIPELINE AGREEMENTS AND RELATED DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARITIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY ALLEGED PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENT OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[SIGNATURE PAGE TO FOLLOW]

23

          WITNESS THE EXECUTION HEREOF as of the date first above written.

HEP WOODS CROSS, L.L.C.
By:	HOLLY ENERGY PARTNERS — OPERATING, L.P., its Sole Member
	By:	/s/ David G. Blair
		David G. Blair,
		Senior Vice President

EMPLOYER IDENTIFICATION NUMBER OF GRANTOR:	72-1583768
ORGANIZATIONAL NUMBER OF GRANTOR:	3814281

[Signature Page]

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     This instrument was acknowledged before me on February 29, 2008, by David G. Blair, Senior Vice President of Holly Energy Partners — Operating, L.P., a Delaware limited partnership, sole member of HEP Pipeline, L.L.C., a Delaware limited liability company, on behalf of said limited liability company and limited partnership.

/s/ Julie H. Cooper

Notary Public, State of Texas

My Commission Expires:

4-8-2009

[Acknowledgment Page]

EXHIBIT A

PIPELINE FEE LAND

None.

A-1

EXHIBIT B

PIPELINE LEASES

Lease and Access Agreement of even date herewith between Navajo Refining Company, L.L.C., as Lessor, and HEP Pipeline, L.L.C., as Lessee, relating to certain land within the Woods Cross Refinery (as the same may from time to time be amended, modified, supplemented, extended, renewed, restated, or replaced) covering the following real property:

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

A PORTION OF PARCEL NUMBER 06-038-0069 ONLY.

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

A PORTION OF PARCEL NUMBERS 06-0038-0068 AND 06-0038-0069 ONLY.

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.

B-1

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

A PORTION OF PARCEL NUMBER 06-038-0069 ONLY.

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.

B-2

EXHIBIT C

PIPELINE EASEMENTS

EXHIBIT B

Woods Cross System Davis County, Utah

							Legal Subdivision:
							All Sections:
							Salt Lake Base &
							Meridian
							(Affects portions
			Original	Document	Document		of the following
State	County	Original Grantor	Grantee	Type	Date	Book/Page	lands)
							SW4; NW4: Sec. 25: T. 2N – R.1 W.
							SE4; Sec. 26: T. 2 N. – R. 1 W.
							SE4; NE4: Sec. 35: T. 2 N. – R. 1 W.
Utah	Davis	Union Pacific Railroad Company	Holly Refining and Marketing Company	Encroachment Agreement	7/25/2005	Folder No. 02250-47	SE4; NE4: Sec. 2: T. 1 N. – 1 W.
Utah	Davis	Union Pacific Railroad Company	Holly Refining and Marketing Company	Supplemental Agreement	7/25/2005	Folder No. 00441-17	SE4; Sec. 2: T. 1 N. – R. 1 W. NE4: Sec. 11: T. 1 N. – R. 1 W.

C-1

							Legal Subdivision:
							All Sections:
							Salt Lake Base &
							Meridian
							(Affects portions
			Original	Document	Document		of the following
State	County	Original Grantor	Grantee	Type	Date	Book/Page	lands)
Utah	Davis	Utah Department of Transportation	Holly Refining and Marketing Company	Permit	10/12/2005	Permit No. R1-051861- 0	NWSE4; SWNE4: Sec. 11: T. 1 N. – R. 1 W.
Utah	Davis	Utah Department of Transportation	Holly Refining and Marketing Company	Permit	10/12/2005	Permit No. R1-051860- 0	NW4: Sec. 25: T. 2 N. – R. 1 W.
Utah	Davis	Woods Cross City Street Department	Holly Refining and Marketing Company	Permit	10/11/2005	1500 S. + Utariz Crossing	SW 4: Sec. 26: T. 2 N. – R. 1 W.
Utah	Davis	Woods Cross City Street Department	Holly Refining and Marketing Company	Permit	10/11/2005	1100 W. + UPRR Crossing	NE4: Sec. 35: T. 2 N. – R. 1 W.

C-2

EXHIBIT D

PIPELINE IMPROVEMENTS

o A 12-inch, four mile crude oil pipeline running from Chevron to the Holly Woods Cross Refinery;

o An eight-inch, four mile products pipeline running from Holly Woods Cross Refinery to Chevron; and

o A ten-inch, two mile products pipeline running from Holly Woods Cross Refinery to the Pioneer Pipeline.

D-1

EXHIBIT E

PIPELINE CONTRACTS

None.

E-1

EXHIBIT F

PIPELINE PERMITS

To the extent assignable, all permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals now or hereafter granted by any Governmental Entity to Grantor or its predecessors in interest pertaining solely to the ownership or operation of the Pipelines.

F-1

EXHIBIT G

PIPELINES

o A 12-inch, four mile crude oil pipeline running from Chevron to the Holly Woods Cross Refinery;

o An eight-inch, four mile products pipeline running from Holly Woods Cross Refinery to Chevron; and

o A ten-inch, two mile products pipeline running from Holly Woods Cross Refinery to the Pioneer Pipeline.

G-1

ATTACHMENT 1

FORM OF SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT

After recording, return to:
Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite 3700
Dallas, Texas 75201
Attention: Christopher J. Dewar

SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT

     This Subordination, Non-Disturbance and Attornment Agreement (this “Agreement”) is executed effective as of February 29, 2008, among Union Bank of California, N.A., in its capacity as administrative agent (or any assignee of or successor to such administrative agent) under the Credit Agreement (as defined below) and on behalf of the Credit Parties (as defined below) (“Administrative Agent”), and Holly Corporation, a Delaware corporation (“Holly”).

RECITALS:

     A. Holly Energy Partners — Operating, L.P., a Delaware limited partnership (“Operating”), the financial institutions party thereto from time to time (individually, a “Financial Institution” and collectively, the “Financial Institutions”), the Financial Institutions issuing letters of credit thereunder from time to time, if any (individually, an “Issuing Bank” and collectively, the “Issuing Banks”), the Financial Institutions or any affiliate thereof that have entered into hedging arrangements with Operating or any subsidiary thereof from time to time (individually, a “Swap Counterparty” and collectively, the “Swap Counterparties” and, together with Administrative Agent, the Financial Institutions and the Issuing Banks, being collectively referred to herein as the “Credit Parties”) are parties to that certain Amended and Restated Credit Agreement dated as of August 27, 2007 (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified and/or restated from time to time, the “Credit Agreement”).

     B. The Financial Institutions are the present owners and holders of certain promissory notes dated February 25, 2008, executed by Operating and payable to the order of each such Financial Institution (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time and together with any additional notes issued under or pursuant to the Credit Agreement, the “Notes”). Administrative Agent, for the ratable benefit of the Credit Parties, is the beneficiary of that certain Deed of Trust, Security Agreement, Assignment of Rents and Leases, Fixture Filing and Financing Statement dated effective as of February 29, 2008 and that certain Leasehold Mortgage, Deed of Trust, Security Agreement, Assignment of Rents and Leases, Fixture Filing, and Financing Statement dated effective as of February 29, 2008 (as heretofore and hereafter renewed,

Attachment 1-1

extended, amended, supplemented, replaced, modified, and/or restated from time to time, collectively, the “Senior Mortgages”), and the secured party under certain other security agreements and documents entered into in connection with the Credit Agreement (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time, the “Security Instruments” and, together with the Credit Agreement, the Notes, the Senior Mortgages and any other documents, instruments and agreements executed and/or delivered in connection with the Credit Agreement, collectively, the “Senior Loan Documents”).

     C. Pursuant to the Senior Loan Documents and to secure the Notes and the other Secured Obligations (as defined in the Senior Mortgages), HEP Woods Cross, L.L.C., a Delaware limited liability company (“Grantor”) and a subsidiary of Holly Energy Partners, L.P., a Delaware limited partnership (“HEP”) granted a security interest and mortgage lien to or for the benefit of Administrative Agent, covering the right, title and interest of Grantor in certain property described in Exhibits A through G attached hereto (the “Property”).

     D. Holly is the current owner of certain rights and interests under and pursuant to the provisions of that certain Pipelines and Tankage Agreement dated effective as of February 29, 2008 by and among Holly, Navajo Pipeline Co., L.P., a Delaware limited partnership, Navajo Refining Company, L.L.C., a Delaware limited liability company, Woods Cross Refining Company, L.L.C., a Delaware limited liability company, HEP, Operating, HEP Pipeline, L.L.C., a Delaware limited liability company, and Grantor, (together with any amendments, restatements or modifications from time to time made thereto, the “Pipelines Agreement”).

     E. Holly is the current beneficiary of certain liens and security interests in a portion of the Property (the “Subordinated Liens”) under and pursuant to the provisions of that certain Fee and Leasehold Deed of Trust (with Security Agreement and Financing Statement) (the “Holly Mortgage”) dated effective as of February 29, 2008 executed by Grantor to Lamont R. Richardson, Trustee, for the benefit of Holly, securing the Obligations (as defined in the Holly Mortgage and referred to herein as the “HEP Obligations”), such Holly Mortgage being recorded (or to be recorded) in various counties in the State of Utah.

     F. Holly has agreed to subordinate its Subordinated Lien under the Holly Mortgage (but not, pursuant to this Agreement, any of its rights and interests under the Pipelines Agreement) to (i) the Senior Mortgages and the other Senior Loan Documents, and (ii) any other mortgage, deed of trust or security instrument granted by a Purchaser (as defined in Section 3 below) or any subsequent purchaser of any portion of the Mortgaged Property (as heretofore and hereafter renewed, extended, amended, supplemented, replaced, modified, and/or restated from time to time, a “Future Senior Mortgage”) that secures debt and obligations of, and other extensions of credit to, such Purchaser or purchaser (together with the Secured Obligations (as defined in the Senior Mortgages), referred to herein as the “Senior Secured Obligations”) and Administrative Agent has agreed that it and any such Purchaser at foreclosure of a Senior Mortgage shall recognize and not disturb or extinguish the Holly Mortgage, all on the terms and conditions hereinafter set forth.

Attachment 1-2

AGREEMENTS:

     NOW, THEREFORE, in consideration of Ten Dollars ($10) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Administrative Agent and Holly hereby covenant and agree as follows:

     1. Subordination of Holly Mortgage.

          (a) Subject to the provisions of Section 3 and Section 4 hereof, the Subordinated Liens of Holly under the Holly Mortgage and all of the terms, covenants and provisions of the Holly Mortgage, and all rights, remedies and options of Holly thereunder, are and shall at all times continue to be subject, subordinate and inferior in all respects to the Senior Loan Documents and any Future Senior Mortgage and to the liens and security interests thereof and to all amendments, modifications, and replacements thereof, with the same force and effect as if the Senior Loan Documents, or if applicable, the Future Senior Mortgage, had been executed, delivered and recorded prior to the execution, delivery and recordation of the Holly Mortgage. This Agreement is not intended, and shall not be construed, to (i) subordinate the rights and interests of Holly under the Pipelines Agreement (including Holly’s right to quiet enjoyment under the Pipelines Agreement or any claims, remedies or damages that may be due or available to, or become due or available to, Holly under the Pipelines Agreement), or (ii) subordinate the Holly Mortgage to any mortgage, deed of trust, assignment, security agreement, financing statement or other security document, other than, with respect to clause (ii), the Senior Loan Documents and the Future Senior Mortgage. Nothing in this Agreement shall impair, as between HEP, Operating, Grantor or any other Partnership Entity (as defined in the Pipelines Agreement), on the one hand, and Holly, on the other hand, the obligations of HEP, Operating, Grantor and any such other Partnership Entity, which are absolute and unconditional, to perform the HEP Obligations in accordance with their terms.

          (b) Notwithstanding anything herein or in the Holly Mortgage to the contrary, Holly hereby acknowledges and agrees, and Grantor by its consent to this Agreement acknowledges and agrees, that (i) in the event that any of the terms or provisions of this Agreement conflict with any terms or provisions of the Holly Mortgage, the terms or provisions of this Agreement shall govern and control for all purposes; and (ii) without the written prior consent of the Administrative Agent or the beneficiary of any Future Senior Mortgage (together with the Credit Parties, the “Senior Beneficiaries”), neither Holly nor Grantor (nor any future owner of the Mortgaged Property) will amend, revise, supplement, replace, restate, or otherwise modify the Holly Mortgage if such amendment, revision, supplement, replacement, restatement or other modification would be materially adverse to the rights of any Senior Beneficiary.

     2. Relative Rights and Priorities. Subject to the provisions of Section 1, Section 3 and Section 4 hereof:

          (a) Until the Senior Secured Obligations have been indefeasibly paid in full, all commitments to extend credit under the Credit Agreement (or if applicable, any agreement governing obligations secured by a Future Senior Mortgage) have terminated, and all letters of credit issued thereunder have been terminated and returned (the “Senior Obligations Payment Date”), Holly will not (i) commence any foreclosure (whether a judicial foreclosure or non-

Attachment 1-3

judicial foreclosure) of the Holly Mortgage, (ii) accept a deed or assignment in lieu of foreclosure, (iii) otherwise exercise any of its rights or remedies under the Holly Mortgage, or (iv) take any Enforcement Action.

          (b) Holly agrees that, until the Senior Obligations Payment Date has occurred:

               (i) it will not take or cause to be taken any action, the purpose or effect of which is to make any Subordinated Lien pari passu with or senior to, or to give Holly any preference or priority relative to, the liens and security interests with respect to the Senior Secured Obligations;

               (ii) it will not oppose, object to, interfere with, hinder or delay, in any manner, whether by judicial proceedings (including without limitation the filing of an Insolvency Proceeding (as herein defined)) or otherwise, any foreclosure, sale, lease, exchange, transfer or other disposition of the Mortgaged Property (as defined in the Holly Mortgage and with the same meaning herein as therein defined) by any of the Senior Beneficiaries or any other Enforcement Action taken by or on behalf of any of the Senior Beneficiaries;

               (iii) it has no right to (a) direct any of the Senior Beneficiaries to exercise any right, remedy or power with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or any Future Senior Mortgage or (b) consent or object to the exercise by any of the Senior Beneficiaries of any right, remedy or power with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or any Future Senior Mortgage or to the timing or manner in which any such right is exercised or not exercised (or, to the extent they may have any such right described in this clause (iii), whether as a junior lien creditor or otherwise, they hereby irrevocably waive such right);

               (iv) it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any of the Senior Beneficiaries seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, and none of the Senior Beneficiaries shall be liable for any action taken or omitted to be taken by any of the Senior Beneficiaries with respect to the Mortgaged Property or pursuant to the Senior Loan Documents or any Future Senior Mortgage; and

               (v) the Senior Beneficiaries shall have the prior right to collect and receive any and all proceeds which may be paid or distributed in respect of the Mortgaged Property in any Insolvency Proceeding or otherwise arising from any sale or other disposition of the Mortgaged Property.

          (c) Until the Senior Obligations Payment Date has occurred, Holly agrees that it shall not, in, or in connection with, any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case, that is inconsistent with the terms or spirit of, or intent of the parties with respect to, this Agreement, including, without limitation, with respect to the determination of any liens or claims held by any of the Senior Beneficiaries (including the validity and enforceability thereof) or the value of any claims of such parties under the United States Bankruptcy Code or otherwise; provided that Holly may file a proof of claim in an Insolvency

Attachment 1-4

Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations imposed hereby; provided further, that if no proof of claim is filed in any Insolvency Proceeding with respect to the HEP Obligations by the 10th day prior to the bar date for such proof of claim, the Senior Beneficiaries may (but shall have no duty or obligation to), after notice to Holly, file such proof of claim, provided that the foregoing shall not confer to any Senior Beneficiary the right to vote on behalf of Holly in any insolvency proceeding.

          (d) Until the Senior Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against the owner of the Mortgaged Property, any of the Senior Beneficiaries shall have the exclusive right to take and continue any Enforcement Action with respect to the Mortgaged Property, without any consultation with or consent of Holly. Upon the occurrence and during the continuance of a default or an event of default under the Senior Loan Documents or any Future Senior Mortgage, any of the Senior Beneficiaries may take and continue any Enforcement Action with respect to the Senior Secured Obligations and the Mortgaged Property in such order and manner as they may determine in their sole discretion.

          (e) To the extent required, Holly hereby consents to the liens and security interests created by the Senior Mortgages and any Future Senior Mortgage, and Holly shall not object to or contest, or support any other person or entity in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any lien or security interest in the Mortgaged Property granted in favor of any of the Senior Beneficiaries. Notwithstanding any failure by any of the Senior Beneficiaries or Holly or their respective representatives to perfect their liens in the Mortgaged Property or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the liens in the Mortgaged Property granted in favor of any of the Senior Beneficiaries or Holly, the priority and rights as between any of the Senior Beneficiaries and Holly and its representatives with respect to the Mortgaged Property shall be as set forth herein.

     As used in this Section 2, the following terms shall have the following meanings:

     “Enforcement Action” means any demand for payment or acceleration thereof, the bringing of any lawsuit or other proceeding, the exercise of any rights and remedies, directly or indirectly, with respect to any Mortgaged Property, any enforcement or foreclosure of any lien or security interest, any sale in lieu of foreclosure, the taking of possession, exercise of any offset, repossession, garnishment, sequestration or execution, any collection of any Mortgaged Property, any notice to account debtors on any Mortgaged Property or the commencement or prosecution of enforcement of any of the rights and remedies under the Senior Loan Documents or applicable law, including without limitation the exercise of any rights of set-off or recoupment, and the exercise of any rights or remedies of a secured creditor under the uniform commercial code of any applicable jurisdiction, under the United States Bankruptcy Code, as amended from time to time or otherwise; provided, that, neither the exercise or enforcement by Holly of its rights under the Pipelines Agreement, nor the filing of a proof of claim in an Insolvency Proceeding, shall constitute an Enforcement Action.

Attachment 1-5

     “Insolvency Proceeding” means any proceeding in respect of bankruptcy, insolvency, winding up, receivership, dissolution or assignment for the benefit of creditors, in each of the foregoing events whether under the United States Bankruptcy Code, as amended from time to time or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law.

     3. Recognition and Non-Disturbance of Holly Mortgage. If Administrative Agent, any other Credit Party or any other person (Administrative Agent, any other Credit Party or such other person being herein called a “Purchaser”) shall become the owner of any part of the Property by reason of the foreclosure (whether a judicial foreclosure or non-judicial foreclosure) of a Senior Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or otherwise (any of such being herein called a “Foreclosure Event”), then for so long as the Pipelines Agreement is in effect, the Purchaser shall (i) recognize the Holly Mortgage, and the Holly Mortgage shall not be terminated or affected thereby, but shall continue in full force and effect upon all of the terms, covenants and conditions set forth in the Holly Mortgage, and (ii) be bound by and subject to all of the terms, provisions, covenants and conditions of the Holly Mortgage; provided, that, the Holly Mortgage shall be subordinated to any Future Senior Mortgage, regardless of whether such Future Senior Mortgage is a direct replacement of an existing Senior Mortgage or Security Instrument, and any such Future Senior Mortgage shall be considered a “Senior Mortgage” for purposes of this Agreement and the Holly Mortgage. Administrative Agent shall not claim, or seek adjudication, that the Holly Mortgage has been terminated or otherwise adversely affected by any Foreclosure Event.

     4. Pipelines Agreement. Administrative Agent recognizes and confirms that the Pipelines Agreement, and the rights and interests of Holly thereunder, shall in no way be restricted, limited or otherwise affected by this Agreement, the Holly Mortgage, the Senior Mortgages, any Future Senior Mortgage, the Security Instruments or any liens or security interests thereof; provided, however, that, Holly agrees that nothing in the Pipelines Agreement shall (a) prevent any Purchaser or subsequent purchaser from owning or operating the Mortgaged Property, so long as such Purchaser or subsequent purchaser shall have assumed, and be in compliance with, the Partnership Entities’ (as defined in the Pipelines Agreement) obligations under the Pipelines Agreement and shall have executed an “SNDA” as defined in, and in accordance with, Article 6 of the Holly Mortgage, or (b) be deemed to invalidate or require the release of any Senior Beneficiary’s liens in the Mortgaged Property in connection with the exercise by Holly of a purchase option under the Pipelines Agreement or otherwise. Holly shall not amend, modify or supplement the Pipelines Agreement without the prior written consent of the Majority Banks (as defined in the Credit Agreement); provided, that, such amendments, modifications or supplements may be made without the consent of the Majority Banks if such amendments, modifications or supplements (i) individually or in the aggregate, are not materially adverse to the rights of the Administrative Agent or the Financial Institutions, and (i) individually or in the aggregate, do not materially decrease the economic benefit that Operating would have otherwise received pursuant to such agreement. Administrative Agent, both for itself and for any Purchaser, further agrees that upon any Foreclosure Event, the Pipelines Agreement shall not be terminated or affected thereby, nor shall Holly’s right to ship or store petroleum products through the pipelines or in the terminals, respectively, constituting a portion of the Property in accordance with the provisions of the Pipelines Agreement (or any other rights of Holly under the Pipelines Agreement) be affected or disturbed because of the Foreclosure

Attachment 1-6

Event, but rather the Pipelines Agreement shall continue in full force and effect as direct obligations between the Purchaser and Holly, upon all of the terms, covenants and conditions set forth in the Pipelines Agreement. Neither Administrative Agent nor any Purchaser shall claim, or seek adjudication, that the Pipelines Agreement has been terminated or otherwise adversely affected by any Foreclosure Event. Notwithstanding the foregoing, in the event that the Pipelines Agreement is rejected in bankruptcy or is otherwise terminated, the Purchaser shall, promptly upon request by Holly, enter into a Pipelines Agreement with Holly on substantially the same terms (and with tariffs and minimum volumes commensurate with those then applicable under the Pipelines Agreement) and conditions as the rejected or terminated Pipelines Agreement, but having a term commencing on the date on which Purchaser acquired title to any portion of the Property. The immediately preceding sentence shall be deemed to be a covenant running with the land and shall be binding on any person or entity that acquires title to all or party of the Property by, through or under a Senior Mortgage.

     5. Attornment With Respect to the Pipelines Agreement. Upon the occurrence of any Foreclosure Event, Holly shall attorn to the Purchaser, the Purchaser shall accept such attornment, and the Purchaser and Holly shall be bound to each other under all of the terms, provisions, covenants and conditions of the Pipelines Agreement; provided, that, except for Holly’s express rights and remedies under the Pipelines Agreement, in no event shall the Purchaser be liable for any act, omission, default, misrepresentation, or breach of warranty of HEP, Grantor or any other Partnership Entity (as defined in the Pipelines Agreement) (or any owner of the Mortgaged Property prior to such Purchaser) or obligations accruing prior to Purchaser’s actual ownership of the Property. The provisions of this Agreement regarding attornment by Holly shall be self-operative and effective without the necessity of execution of any new document on the part of any party hereto or the respective heirs, legal representatives, successors or assigns of any such party. Holly agrees, however, to execute and deliver upon the request of Purchaser, any instrument or certificate which in the reasonable judgment of Purchaser may be necessary or appropriate to evidence such attornment.

     6. Estoppel Certificate. Holly agrees to execute and deliver from time to time, upon the request of any of the Senior Beneficiaries, a certificate regarding the status of the Pipelines Agreement, consisting of statements, if true (or if not, specifying why not), (a) that the Pipelines Agreement is in full force and effect, (b) the date through which payments have been paid, (c) the date of the commencement of the term of the Pipelines Agreement, (d) the nature of any amendments or modifications of the Pipelines Agreement, (e) to Holly’s actual knowledge without investigation, no default, or state of facts which with the passage of time or notice (or both) would constitute a default, exists under the Pipelines Agreement, (f) to Holly’s actual knowledge without investigation, no setoffs, recoupments, estoppels, claims or counterclaims exist against HEP or any other Partnership Entity (as defined in the Pipelines Agreement) under the Pipelines Agreement, and (g) such other factual matters as may be reasonably requested.

     7. [Intentionally Omitted].

     8. Reliance on Notices. Grantor agrees that Holly may rely upon any and all notices from Administrative Agent or any Purchaser, even if such conflict with notices from Grantor.

Attachment 1-7

     9. Notices. All notices, consents and other communications pursuant to the provisions of this Agreement shall be in writing and shall be sent by (a) registered or certified mail, postage prepaid, return receipt requested, (b) nationally recognized overnight delivery service, or (c) telecopier, addressed as follows:

If to Administrative Agent:	Union Bank of California, N.A.
	445 South Figueroa Street, 15th Floor
	Los Angeles, California 90071
	Attention: Sean Murphy
	Telecopy: (213) 236-6823
If to Holly:	Holly Corporation
	100 Crescent Court, Suite 1600
	Dallas, Texas 75201-6927
	Attention: General Counsel
	Telecopy: (214) 871-3523

Notice sent by registered or certified mail, postage prepaid, return receipt requested, shall be deemed given and received on the third Business Day (hereinafter defined) after being deposited in the United States mail, notice sent by nationally recognized overnight delivery service shall be deemed given in conformity with this paragraph and received on the first Business Day after being deposited with such delivery service, and notice given by telecopier shall be deemed given and received upon actual receipt if received during the recipient’s normal business hours or at the beginning of the recipient’s next Business Day after receipt if not received during the recipient’s normal business hours. Each party may designate a change of address by notice to the other party. “Business Day” means a day upon which commercial banks are not authorized or required by law to close in Dallas, Texas.

     10. Binding Effect. This Agreement shall be binding upon Administrative Agent, Holly and any Purchaser and inure to the benefit of the Senior Beneficiaries and Holly and their respective successors and assigns. Grantor has assigned to Administrative Agent its rights hereunder, and the Partnership Entities (as defined in the Pipelines Agreement) have assigned to Administrative Agent their rights under the Pipelines Agreement by way of a collateral assignment. The parties agree that any person that shall become the owner of any of the rights of Grantor hereunder, or any of the rights of such Partnership Entities under the Pipelines Agreement by reason of foreclosure (whether a judicial foreclosure or non-judicial foreclosure and including, without limitation, Administrative Agent) or the acceptance of a deed or assignment in lieu of foreclosure or otherwise shall (a) have the same rights as Grantor hereunder, and such Partnership Entities under the Pipelines Agreement, including, without limitation, under this Section 10, and (b) be bound by and subject to all of the terms, provisions, covenants and conditions of this Agreement.

     11. General Definitions. The term “Administrative Agent” as used herein shall include the successors and assigns of Administrative Agent. The term “HEP” as used herein shall include the successors and assigns of HEP under the Pipelines Agreement, but shall not mean or include Administrative Agent. The term “Property” as used herein shall mean the Property, the improvements now or hereafter located thereon and the estates therein encumbered

Attachment 1-8

by the Senior Mortgages. The term “Holly” as used herein shall include the successors and assigns of Holly hereunder and under the Pipelines Agreement including, without limitation, any Holly Successor.

     12. Modifications. This Agreement may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto.

     13. Governing Law. This Agreement shall be governed by and construed under the laws of the State in which the Property is located.

     14. Duplicate Originals; Counterparts. This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of such together shall constitute a single Agreement.

     15. Further Assurances. Without unreasonable delay and to the extent requested by HEP, subject to Section 4 hereof and Article 6 of the Holly Mortgage, Holly will enter into new Subordination, Non-Disturbance and Attornment Agreements, if necessary or advisable, to facilitate the extension, amendment, supplement, restatement, replacement or refinancing of the indebtedness under the Credit Agreement.

[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

Attachment 1-9

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

ADMINISTRATIVE AGENT:	UNION BANK OF CALIFORNIA, N.A., as
	Administrative Agent
	By:
	Name:
	Title:
HOLLY:	HOLLY CORPORATION
	By:
		Bruce R. Shaw
		Senior Vice President
		and Chief Financial Officer

Attachment 1-10

GRANTOR’S CONSENT

     The undersigned hereby consents to the foregoing Subordination, Non-Disturbance and Attornment Agreement and, without limitation, agrees to the provisions of Section 1 thereof.

HEP WOODS CROSS, L.L.C.
By:	HOLLY ENERGY PARTNERS — OPERATING, L.P., its Sole Member
	By:
		David G. Blair,
		Senior Vice President

Attachment 1-11

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     THIS INSTRUMENT was acknowledged before me on                     , 2008 by                                                             ,                                          of Union Bank of California, N.A., a national banking association, as Administrative Agent, on behalf of such banking association.

My Commission Expires

Notary Public in and for the State of Texas

Printed Name of Notary

Attachment 1-12

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     THIS INSTRUMENT was acknowledged before me on                                         , 2008 by Bruce R. Shaw, Senior Vice President and Chief Financial Officer of Holly Corporation, a Delaware corporation , on behalf of such corporation.

My Commission Expires

Notary Public in and for the State of Texas

Printed Name of Notary

Attachment 1-13

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

     This instrument was acknowledged before me on                                         , 2008, by David G. Blair, Senior Vice President of Holly Energy Partners — Operating, L.P., a Delaware limited partnership, sole member of HEP Woods Cross, L.L.C., a Delaware limited liability company, on behalf of said limited liability company and limited partnership.

My Commission Expires

Notary Public in and for the State of Texas

Printed Name of Notary

Attachment 1-14

EXHIBIT A

PIPELINE FEE LAND

None.

Attachment 1-15

EXHIBIT B

PIPELINE LEASES

Lease and Access Agreement of even date herewith between Navajo Refining Company, L.L.C., as Lessor, and HEP Pipeline, L.L.C., as Lessee, relating to certain land within the Woods Cross Refinery (as the same may from time to time be amended, modified, supplemented, extended, renewed, restated, or replaced) covering the following real property:

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

A PORTION OF PARCEL NUMBER 06-038-0069 ONLY.

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

A PORTION OF PARCEL NUMBERS 06-0038-0068 AND 06-0038-0069 ONLY.

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.

Attachment 1-16

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

A PORTION OF PARCEL NUMBER 06-038-0069 ONLY.

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.

Attachment 1-17

EXHIBIT C

PIPELINE EASEMENTS

EXHIBIT B

		Woods Cross System		Davis County, Utah
							Legal Subdivision:
							All Sections:
							Salt Lake Base &
							Meridian
							(Affects portions
							of the following
State	County	Original Grantor	Original Grantee	Document Type	Document Date	Book/Page	lands)
							SW4; NW4: Sec. 25: T. 2 N. – R.1 W. SE4; Sec. 26: T. 2 N. – R. 1 W. SE4; NE4: Sec. 35: T. 2 N. – R. 1 W.
Utah	Davis	Union Pacific	Holly Refining and	Encroachment	7/25/2005	Folder No. 02250-47	SE4; NE4: Sec. 2:
		Railroad Company	Marketing Company	Agreement			T. 1 N. – 1 W.
Utah	Davis	Union Pacific Railroad Company	Holly Refining and Marketing Company	Supplemental Agreement	7/25/2005	Folder No. 00441-17	SE4: Sec. 2: T. 1 N. – R. 1 W. NE4: Sec. 11: T. 1 N. – R. 1 W.
Utah	Davis	Utah Department of Transportation	Holly Refining and Marketing Company	Permit	10/12/2005	Permit No. R1-051861-0	NWSE4; SWNE4: Sec. 11: T. 1 N. – R. 1 W.
Utah	Davis	Utah Department of Transportation	Holly Refining and Marketing Company	Permit	10/12/2005	Permit No. R1-051860-0	NW4: Sec. 25: T. 2 N. – R. 1 W.

Attachment 1-18

		Woods Cross System		Davis County, Utah
							Legal Subdivision:
							All Sections:
							Salt Lake Base &
							Meridian
							(Affects portions
							of the following
State	County	Original Grantor	Original Grantee	Document Type	Document Date	Book/Page	lands)
Utah	Davis	Woods Cross City Street Department	Holly Refining and Marketing Company	Permit	10/11/2005	1500 S. + Utariz Crossing	SW 4: Sec. 26: T. 2 N. – R. 1 W.
Utah	Davis	Woods Cross City Street Department	Holly Refining and Marketing Company	Permit	10/11/2005	1100 W. + UPRR Crossing	NE4: Sec. 35: T. 2 N. – R. 1 W.

Attachment 1-19

EXHIBIT D

PIPELINE IMPROVEMENTS

o A 12-inch, four mile crude oil pipeline running from Chevron to the Holly Woods Cross Refinery;

o An eight-inch, four mile products pipeline running from Holly Woods Cross Refinery to Chevron; and

o A ten-inch, two mile products pipeline running from Holly Woods Cross Refinery to the Pioneer Pipeline.

Attachment 1-20

EXHIBIT E

PIPELINE CONTRACTS

None.

Attachment 1-21

EXHIBIT F

PIPELINE PERMITS

To the extent assignable, all permits, licenses, certificates, authorizations, registrations, orders, waivers, variances and approvals now or hereafter granted by any Governmental Entity to Grantor or its predecessors in interest pertaining solely to the ownership or operation of the Pipelines.

Attachment 1-22

EXHIBIT G

PIPELINES

o A 12-inch, four mile crude oil pipeline running from Chevron to the Holly Woods Cross Refinery;

o An eight-inch, four mile products pipeline running from Holly Woods Cross Refinery to Chevron; and

o A ten-inch, two mile products pipeline running from Holly Woods Cross Refinery to the Pioneer Pipeline.

Attachment 1-23