Common use of Other Matters and Miscellaneous Clause in Contracts

Other Matters and Miscellaneous. To the maximum extent practicable, an arbitration proceeding hereunder shall be concluded within 180 days of the filing of the Dispute with the AAA. Arbitration proceedings hereunder shall be conducted at Dallas, Texas. Arbitrators shall be empowered to impose sanctions and to take such other actions as the arbitrators deem necessary to the same extent a judge could do pursuant to the Federal Rules of Civil Procedure, the Texas Rules of Civil Procedure and applicable law. This Arbitration Program constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior discussions, arrangements, negotiations, and other communications on dispute resolution. The provisions of this Arbitration Program shall survive any termination, amendment, or expiration of the Documents, unless the parties otherwise expressly agree in writing. To the extent permitted by applicable law, the arbitrator shall have the power to award recovery of all costs and fees (including attorneys' fees, administrative fees, and arbitrators' fees) to the prevailing party. This Arbitration Program may be amended, changed, or modified only by the express provisions of a writing which specifically refers to this Arbitration Program and which is signed by all the parties hereto. If any term covenant, condition or provisions of this Arbitration Program is found to unlawful or invalid or unenforceable, such illegality or invalidity or unenforceability shall not affect the legality, validity or enforceability of the remaining parts of this Arbitration Program, and all such remaining parts hereof shall be valid and enforceable and have full force and effect as if the illegal, invalid or unenforceable part has not been included. The captions or headings in this Arbitration Program are for convenience of reference only and are not intended to constitute any part of the body or text of this Arbitration Program. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential, except for disclosures of information required in the ordinary course of business or by applicable law or regulation. EXHIBIT G TO LOAN AGREEMENT Form of Other Reports [Attached] Attachments:

Other Matters and Miscellaneous. To the maximum extent practicable, an arbitration proceeding hereunder shall be concluded within 180 days of the filing of the Dispute with the AAA. Arbitration proceedings hereunder shall be conducted at Dallas, Texas. Arbitrators shall be empowered to impose sanctions and to take such other actions as the arbitrators deem necessary to the same extent a judge could do pursuant to the Federal Rules of Civil Procedure, the Texas Rules of Civil Procedure and applicable law. This Arbitration Program Agreement constitutes the entire agreement of the parties Parties with respect to its subject matter and supersedes all prior discussions, arrangements, negotiations, negotiations and other communications on dispute resolution. The provisions of this Arbitration Program shall survive any termination, amendment, or expiration of the Documents, unless the parties otherwise expressly agree in writing. To the extent permitted by applicable law, the arbitrator Arbitrators, including any Arbitration Panel, shall have the power to award recovery of all costs and fees (including attorneys' fees, administrative fees, fees and arbitrators' fees) to the prevailing party. This Arbitration Program Agreement may be amended, changed, changed or modified only by the express provisions of a writing which specifically refers to this Arbitration Program Agreement and which is signed by all the parties Parties hereto. If any term term, covenant, condition or provisions provision of this Arbitration Program Agreement is found to unlawful or be unlawful, invalid or unenforceable, such illegality illegality, or invalidity or unenforceability shall not affect the legality, validity or enforceability of the remaining parts of this Arbitration ProgramAgreement, and all such remaining parts hereof shall be valid and enforceable and have full force and effect as if the illegal, invalid or unenforceable part has had not been included. The captions or headings in this Arbitration Program are for convenience of reference only and are not intended to constitute any part of the body or text of this Arbitration Program. Each party Party agrees to keep all Disputes and arbitration proceedings strictly confidential, except for disclosures disclosure of information required in the ordinary course of business of the parties or by applicable law or regulation. Longhorn Partners Pipeline, L.P. By: Longhorn Partners GP, L.L.C. Its: General Partner By: --------------------------------- Carter R. Montgomery President and Chief Executive Officer Holly Corporation By: ---------------------------- Its: ---------------------------- Navajo Refining Company, L.P. By: ---------------------------- Its: ---------------------------- Black Eagle, Inc. By: ---------------------------- Its: ---------------------------- MEDIATION SETTLEMENT AGREEMENT - PAGE 23 EXHIBIT G TO LOAN AGREEMENT Form E FORM OF JOINT PRESS RELEASE HOLLY CORPORATION AND LONGHORN PARTNERS PIPELINE, L.P. ANNOUNCE SETTLEMENT OF LITIGATION Dallas, Texas, November 15, 2002 -- Holly Corporation (AMEX "HOC") and Longhorn Partners Pipeline, L.P. txxxx jointly announced an agreement, developed in voluntary mediation, to settle pending litigation. Holly and Longhorn Partners have entered into a binding agreement to xxxxxnate litigation brought in August 1998 by Longhorn Partners against Holly and certain subsidiaries in a state court in El Paso, Texas and xx xerminate litigation brought in August 2002 by Holly and a subsidiary against Longhorn Partners and related parties xx x state court in Carlsbad, New Mexico. Under the agreement, Holly will pay $25 million to Longhorn Partners as a prepayment for txx xxansportation of Other Reports [Attached] Attachments:7,000 barrels per day of refined products from the Gulf Coast to El Paso in a period of up to 6 years from the date of the Longhorn Pipeline's start-up. The agreement provides that Longhorn Partners will issue to Holly an unsecured promissory note, subordinated to certain other indxxxxxness, that would become payable with interest in the event that the Longhorn Pipeline does not begin operations by July 1, 2004 or to the extent Longhorn Partners is unable to provide Holly the full amount of the agreed transportation services. Xxxal documentation to implement the settlement is expected to be completed by late November, at which time the $25 million payment will be made by Holly to Longhorn Partners. Holly Corporation, through its xxxxxiates, Navajo Refining Company anx Xxxtana Refining Company, is engaged in the refining, transportation, terminalling and marketing of petroleum products. Longhorn Partners Pipeline, L.P., a limited partnership based in Dallas, is developing the 700-mile Longhorn Pipeline to transport gasoline, diesel and aviation fuel from the Texas Gulf Coast to Odessa and El Paso, Texas.

Other Matters and Miscellaneous. To the maximum extent practicable, the AAA, the Arbitrator (or the Arbitration Panel, as appropriate) and the parties shall take any action necessary to require that an arbitration proceeding hereunder shall be concluded within 180 days of the filing of the Dispute with the AAA. Arbitration proceedings hereunder shall be conducted at one of the following locations in the State of Texas agreed to in writing by the parties or, in the absence of such agreement, selected by the AAA: (1) Austin; (2) Dallas, Texas; (3) Fort Worth; (4) Houston; or (5) San Antonio. Arbitrators shall be empowered to impose sanctions and to take such other actions as the arbitrators they deem necessary to the same extent a judge could do pursuant to the Federal Rules of Civil Procedure, the Texas Rules of Civil Procedure and applicable law. With respect to any Dispute, each party agrees that all discovery activities shall be expressly limited to matters directly relevant to the Dispute and any Arbitrator, Arbitration Panel and the AAA shall be required to fully enforce this requirement. This Arbitration Program constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior discussions, arrangements, negotiations, negotiations and other communications on dispute resolution. The provisions of this Arbitration Program shall survive any termination, amendment, amendment or expiration of the DocumentsDocuments or the Relationship, unless the parties otherwise expressly agree in writing. To the extent permitted by applicable law, the arbitrator Arbitrators, including any Arbitration Panel, shall have the power to award recovery of all costs and fees (including attorneys' fees, administrative fees, fees and arbitrators' fees) to the prevailing party. This Arbitration Program may be amended, changed, changed or modified only by the express provisions of a writing which specifically refers to this Arbitration Program and which is signed by all the parties hereto. If any term term, covenant, condition or provisions provision of this Arbitration Program is found to unlawful or be unlawful, invalid or unenforceable, such illegality illegality, or invalidity or unenforceability shall not affect the legality, validity or enforceability of the remaining parts of this Arbitration Program, and all such remaining parts hereof shall be valid and enforceable and have full force and effect as if the illegal, invalid or unenforceable part has had not been included. The captions or headings in this Arbitration Program are for convenience of reference only and are not intended to constitute any part of the body or text of this Arbitration Program. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential, except for disclosures of information required in the ordinary course of business of the parties or by applicable law or regulation. EXHIBIT G TO LOAN AGREEMENT Form of Other Reports [Attached] Attachments:To the maximum extent permitted by law, this Arbitration Program modifies and supersedes any and all prior agreements for arbitration between the parties. 143 SCHEDULE 1.1(a)

Other Matters and Miscellaneous. To the maximum extent practicable, an arbitration proceeding hereunder shall be concluded within 180 days of the filing of the Dispute with the AAA. Arbitration proceedings hereunder shall be conducted at Dallas, Texas. .Arbitrators shall be empowered to impose sanctions and to take such other actions as the arbitrators deem necessary to the same extent a judge could do pursuant to the Federal Rules of Civil Procedure, the Texas Rules of Civil Procedure and applicable law. This Arbitration Program constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior discussions, arrangements, negotiations, and other communications on dispute resolution. The provisions of this Arbitration Program shall survive any termination, amendment, or expiration of the Documents, unless the parties otherwise expressly agree in writing. To the extent permitted by applicable law, the arbitrator shall have the power to award recovery of all costs and fees (including attorneys' fees, administrative fees, and arbitrators' fees) to the prevailing party. This Arbitration Program may be amended, changed, or modified only by the express provisions of a writing which specifically refers to this Arbitration Program and which is signed by all the parties hereto. If any term covenant, condition or provisions of this Arbitration Program is found to unlawful or invalid or unenforceable, ,such illegality or invalidity or unenforceability shall not affect the legality, validity or enforceability of the remaining parts of this Arbitration Program, and all such remaining parts hereof shall be valid and enforceable and have full force and effect as if the illegal, invalid or unenforceable part has not been included. .The captions or headings in this Arbitration Program are for convenience of reference only and are not intended to constitute any part of the body or text of this Arbitration Program. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential, except for disclosures of information required in the ordinary course of business or by applicable law or regulation. EXHIBIT G TO LOAN AGREEMENT Form of Other Reports [Attached] Attachments:.

Other Matters and Miscellaneous. To the maximum extent practicable, an arbitration proceeding hereunder shall be concluded within 180 days of the filing of the Dispute with the AAA. Arbitration proceedings hereunder shall be conducted at one of the following locations in the State of Texas agreed to in writing by the parties or, in the absence of such agreement, selected by the AAA: (1) Austin; (2) Dallas, Texas; (3) Forth Worth; (4) Houston; or (5) San Antonio. Arbitrators shall be empowered to impose sanctions and to take such other actions as the arbitrators deem necessary to the same extent a judge could do pursuant to the Federal Rules of Civil Procedure, the Texas Rules of Civil Procedure Procedure, and applicable law. This Arbitration Program constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior discussions, arrangements, negotiations, and other communications on dispute resolution. The provisions of this Arbitration Program shall survive any termination, amendment, or expiration of the Documents, unless the parties otherwise expressly agree in writing. To the extent permitted by applicable law, the arbitrator shall have the power to award recovery of all costs and fees (including attorneys' fees, administrative fees, and arbitrators' fees) to the prevailing party. This Arbitration Program may be amended, changed, or modified only by the express provisions of a writing which specifically refers to this Arbitration Program and which is signed by all the parties hereto. If any term term, covenant, condition or provisions provision of this Arbitration Program is found to be unlawful or invalid or unenforceable, such illegality or invalidity or unenforceability shall not affect the legality, validity or enforceability of the remaining parts of this Arbitration Program, and all such remaining parts hereof shall be valid and enforceable and have full force and effect as if the illegal, invalid or unenforceable part has had not been be included. The captions or headings in this Arbitration Program are for convenience of reference only and are not intended to constitute any part of the body or text of this Arbitration Program. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential, except for disclosures of information required in the ordinary course of business of the parties or by applicable law or regulation. EXHIBIT G TO LOAN AGREEMENT Form of Other Reports [Attached] Attachments:.

Other Matters and Miscellaneous. To the maximum extent practicable, the AAA, the Arbitrator (or the Arbitration Panel, as appropriate) and the parties shall take any action necessary to require that an arbitration proceeding hereunder shall be concluded within 180 days of the filing of the Dispute with the AAA. Arbitration proceedings hereunder shall be conducted in the State of Texas at Dallasa location selected by the Arbitrator. With respect to any Dispute, Texas. Arbitrators each party agrees that all discovery activities shall be empowered expressly limited to impose sanctions and to take such other actions as the arbitrators deem necessary matters directly relevant to the same extent a judge could do pursuant Dispute and any Arbitrator, Arbitration Panel and the AAA shall be required to the Federal Rules of Civil Procedure, the Texas Rules of Civil Procedure and applicable lawfully enforce this requirement. This Arbitration Program constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior discussions, arrangements, negotiations, and other communications on dispute resolution. The provisions of this Arbitration Program shall survive any termination, amendment, or expiration of the Loan Documents, unless the parties otherwise expressly agree in writing. To the extent permitted by applicable law, the arbitrator Arbitrators, including any Arbitration Panel, shall have the power to award recovery of all costs and fees (including attorneys' fees, administrative fees, and arbitrators' fees) to the prevailing party. This Arbitration Program may be amended, changed, or modified only by the express provisions of a writing which specifically refers to this Arbitration Program and which is signed by all the parties hereto. If any term term, covenant, condition condition, or provisions provision of this Arbitration Program is found to unlawful or be unlawful, invalid or unenforceable, such illegality or invalidity or unenforceability shall not affect the legality, validity validity, or enforceability of the remaining parts of this Arbitration Program, and all such remaining parts hereof shall be valid and enforceable and have full force and effect as if the illegal, invalid invalid, or unenforceable part has had not been included. The captions or headings in this Arbitration Program are for convenience of reference only and are not intended to constitute any part of the body or text of this Arbitration Program. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential, except for disclosures of information required in the ordinary course of business of the parties or by applicable law or regulation. EXHIBIT G TO LOAN AGREEMENT Form of Other Reports [Attached] Attachments:.