FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED MASTER LEASE AND ACCESS AGREEMENT

FIRST AMENDMENT TO

FIFTH AMENDED AND RESTATED MASTER

LEASE AND ACCESS AGREEMENT

This First Amendment to Fifth Amended and Restated Master Lease and Access Agreement (this “Amendment”) is entered into as of August 4, 2020 to be effective 12:01 a.m. Central Time (the “Effective Time”) on January 23, 2020 (the “Effective Date”) by and between the Parties whose signatures are set forth below.

WHEREAS, on October 29, 2018, the Parties entered into that certain Fifth Amended and Restated Master Lease and Access Agreement (the “Agreement”). Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Agreement.

WHEREAS, the Parties now desire to amend certain provisions of the Agreement as set forth herein.

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

1.Incorporation of Recitals. The recitals for this Amendment are fully incorporated herein by the reference thereto with the same force and effect as though recited herein.

2.Amendments. Exhibit E attached to the Agreement is hereby deleted and replaced in its entirety with Exhibit E attached to this Amendment. In addition, Exhibits E-8 and F-8 attached to this Amendment are hereby added to the Agreement.

3.     Counterparts. This Amendment may be executed in counterparts each of which shall be deemed an original. An executed counterpart of this Amendment transmitted by email shall be equally as effective as a manually executed counterpart.

4.    Successors and Assigns. This Amendment shall inure for the benefit of and shall be binding on each of the Parties and their respective successors and/or assigns.

5.    Entire Agreement. This Amendment contains the entire agreement between the Parties as to the subject matter hereof and, except as provided for in this Amendment, the terms and provisions of the Agreement shall remain in full force and effect.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Parties have executed this First Amendment to Fifth Amended and Restated Master Lease and Access Agreement to be effective as of the Effective Date.

Related Refinery Owners:

HOLLYFRONTIER EL DORADO REFINING LLC

HOLLYFRONTIER CHEYENNE REFINING LLC

HOLLYFRONTIER TULSA REFINING LLC

HOLLYFRONTIER XXXXX CROSS REFINING LLC

HOLLYFRONTIER NAVAJO REFINING LLC

By: /s/ Xxxxxx X. Xxxxxx            

Name: Xxxxxx X. Xxxxxx

Title: Senior Vice President, Commercial

Relevant Asset Owners:

EL DORADO LOGISTICS LLC

EL DORADO OPERATING LLC

CHEYENNE LOGISTICS LLC

HEP TULSA LLC

XXXXX CROSS OPERATING LLC

HEP XXXXX CROSS, L.L.C.

HEP PIPELINE, L.L.C.

By: /s/ Xxxxxxx X. Xxxxxx III            

Name: Xxxxxxx X. Xxxxxx III

Title: President

Exhibit E

to

Fifth Amended and Restated Master Lease and Access Agreement

Applicable Term and Applicable Assets

Location	Applicable Term	Applicable Assets
El Dorado Refinery Complex
For El Dorado Logistics	Commencement Date: November 1, 2011 End Date: November 1, 2061 (midnight)	See Exhibit E-1
For El Dorado Operating	Commencement Date: November 1, 2015 End Date: November 1, 2065 (midnight)	See Exhibit E-8
Cheyenne Refinery Complex
For Cheyenne Logistics	Commencement Date: November 1, 2011 End Date: November 1, 2061 (midnight)	See Exhibit E-2
Tulsa Refinery Complex
Group 1 Assets and Group 2 Assets	Commencement Date: March 31, 2010 End Date: March 31, 2060 (midnight)	See Exhibit E-3
Tulsa West Tankage Assets and Receiving Pipelines	Commencement Date: March 31, 2016 End Date: March 31, 2066 (midnight)	See Exhibit E-3
Xxxxx Cross Refinery Complex
For HEP Xxxxx Cross	Commencement Date: February 29, 2008 End Date: February 28, 2058 (midnight)	Applicable Assets at Xxxxx Cross Refinery Complex (excluding the Xxxxx Cross Pipeline Pad) See Exhibit E-4
	Commencement Date: September 10, 2010 End Date: February 28, 2058 (midnight)	Xxxxx Cross Pipeline Pad See Exhibit E-5
For Xxxxx Cross Operating	Commencement Date: October 1, 2016 End Date: October 1, 2066 (midnight)	See Exhibit E-9
Navajo Refinery Complex
	Commencement Date: February 29, 2008 End Date: February 28, 2058 (midnight)	Applicable Assets at Navajo Refinery Complex (excluding the Truck Rack, the Artesia Blending Station and the Artesia Pump and Receiving Stations) See Exhibit E-6
	Commencement Date: September 10, 2010 End Date: February 28, 2058 (midnight)	Artesia Pump and Receiving Stations See Exhibit E-7
	Commencement Date: January 23, 2020 End Date: February 28, 2058 (midnight)	LACT Units #6007102, #6007103, and the easternmost LACT Unit located in Lane 3 on the land described on Exhibit F-8 and all related equipment See Exhibit E-8

Exhibit E-8

to

Fifth Amended and Restated Master Lease and Access Agreement

Applicable Assets: Navajo Refinery Complex

LACT Units #6007102, #6007102, and the easternmost LACT Unit located in Lane 3 on the land described on Exhibit F-8 and all related equipment

1. LACT Units #6007102, #6007103, and the easternmost LACT Unit located in Lane 3 on the land described on Exhibit F-8 and all related equipment

Exhibit F-8

to

Fifth Amended and Restated Master Lease and Access Agreement

Legal Description for Navajo Refinery Complex (LACT Units #6007102, 6007103, and the easternmost LACT Unit located in Lane 3 and related equipment)

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