ASSIGNMENT AND ASSUMPTION AGREEMENT (Amended and Restated Intermediate Pipelines Agreement)

Exhibit 10.5

ASSIGNMENT AND ASSUMPTION AGREEMENT
(Amended and Restated Intermediate Pipelines Agreement)

     This Assignment and Assumption Agreement (the “Agreement”) is effective as of 12:01 a.m., Eastern time, on January 1, 2011 (the “Effective Time”) by and between Navajo Refining Company, L.L.C., a Delaware limited liability company (“Assignor”), and Xxxxx Refining & Marketing Company LLC, a Delaware limited liability company (“Assignee”). Assignor and Assignee are referred to herein collectively as the “Parties”.

RECITALS

     Assignor desires to assign to Assignee and Assignee desires to assume that certain Amended and Restated Intermediate Pipelines Agreement, dated as of June 1, 2009, by and among Xxxxx Corporation (“Xxxxx”), Assignor, Xxxxx Energy Partners, L.P., Xxxxx Energy Partners-Operating, L.P., HEP Pipeline, L.L.C., Lovington-Artesia, L.L.C., HEP Logistics Holdings, L.P., Xxxxx Logistic Services, L.L.C., and HEP Logistics GP, L.L.C., and as amended by the Amendment to the Amended and Restated Intermediate Pipelines Agreement, dated as of December 9, 2010, by and among Assignor, Xxxxx Energy Partners, L.P., Xxxxx Energy Partners-Operating, L.P., HEP Pipeline, L.L.C., Lovington-Artesia, L.L.C., HEP Logistics Holdings, L.P., Xxxxx Logistic Services, L.L.C., and HEP Logistics GP, L.L.C. (the “Intermediate Pipelines Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meanings given to them in the Intermediate Pipelines Agreement.

     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

ASSIGNMENT

     1. Assignment. Assignor hereby assigns all of its right, title and interest in and to the Intermediate Pipelines Agreement to Assignee.

     2. Assumption. Assignee hereby assumes and agrees to be solely responsible for the payment, performance and discharge when due of all liabilities and obligations of Assignor arising pursuant to the Intermediate Pipelines Agreement.

     3. Guaranty by Xxxxx. Xxxxx hereby acknowledges and agrees that for purposes of Section 12 of the Intermediate Pipelines Agreement, Holly’s obligations to guarantee the “Navajo Refining Payment Obligations” of Assignor will continue after the date hereof and following the date hereof, such term shall apply to and include the obligations assigned hereunder to and assumed hereunder by Assignee.

     4. Further Assurances. Each Party covenants and agrees that, subsequent to the execution and delivery of this Agreement and without any additional consideration, each Party will execute and deliver any further legal instruments and perform any acts that are or may

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become necessary to effectuate the purposes of this Agreement.

     5. Binding Effect. This Agreement is binding upon and shall inure to the benefit of the Parties and their respective successors and assigns.

     6. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without reference to the principles of conflicts of laws or any other principle that could result in the application of the laws of any other jurisdiction.

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

     8. Captions. The captions section numbers in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

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     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date set forth above.

		ASSIGNOR:
		NAVAJO REFINING COMPANY, L.L.C.
		By:		/s/ Xxxx X. Xxxxxx
		Name: Xxxx X. Xxxxxx
		Title: Sr. VP, Refinery Operations
		ASSIGNEE:
		XXXXX REFINING & MARKETING COMPANY LLC
		By:		/s/ Xxxxx X. Xxxx
		Name: Xxxxx X. Xxxx
		Title: Sr. VP & CFO

ACKNOWLEDGED AND AGREED
FOR PURPOSES OF Section 3:

XXXXX CORPORATION

By: /s/ Xxxxx X. Lamp Name: Xxxxx X. Lamp

Title: President

[Signature Page to Assignment and Assumption Agreement]