PIPELINES AND TERMINALS AGREEMENT by and among ALON USA, LP, a Texas limited partnership and Holly Energy Partners, L.P., a Delaware limited partnership Dated: February 28, 2005Pipelines and Terminals Agreement • March 4th, 2005 • Holly Energy Partners Lp • Pipe lines (no natural gas)
This Pipelines and Terminals Agreement (this “Agreement”) is dated as of February 28, 2005, by and among ALON USA, LP, a Texas limited partnership and Holly Energy Partners, L.P., a Delaware limited partnership.
HOLLY ENERGY PARTNERS, L.P. HOLLY ENERGY FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 6 1/4% SENIOR NOTES DUE 2015Holly Energy Partners Lp • March 4th, 2005 • Pipe lines (no natural gas) • New York
INDENTURE dated as of February 28, 2005 among Holly Energy Partners, L.P., a Delaware limited partnership (“Holly Energy Partners”), and Holly Energy Finance Corp. (“Finance Corp.” and, together with Holly Energy Partners, the “Issuers”), the Guarantors (as defined) and U.S. Bank National Association, as trustee.
CONSENT, WAIVER AND AMENDMENT NO. 2Holly Energy Partners Lp • March 4th, 2005 • Pipe lines (no natural gas) • Texas
This CONSENT, WAIVER AND AMENDMENT NO. 2 (this “Agreement”) dated as of February 28, 2005 is among Holly Energy Partners — Operating, L.P., successor to HEP Operating Company, L.P. (the “Borrower”), the Existing Guarantors (as defined below), the Banks (as defined in the Credit Agreement (as defined below)), and Union Bank of California, N.A., as administrative agent for such Banks (in such capacity, the “Administrative Agent”).
AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HOLLY ENERGY PARTNERS, L.P.Holly Energy Partners Lp • March 4th, 2005 • Pipe lines (no natural gas) • Delaware
THIS AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HOLLY ENERGY PARTNERS, L.P. (this “Amendment”), dated as of February 28, 2005, is entered into and effectuated by HEP Logistics Holdings, L.P., a Delaware limited partnership, as the General Partner, pursuant to authority granted to it in Section 5.6 of the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P., dated as of July 13, 2004, as amended (the “Partnership Agreement”). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
TEXAS] FORM OF MORTGAGE AND DEED OF TRUST (WITH SECURITY AGREEMENT AND FINANCING STATEMENT) BY HEP FIN-TEX/TRUST-RIVER, L.P., A TEXAS LIMITED PARTNERSHIP, AS GRANTOR TO HARLIN R. DEAN, AS TRUSTEE FOR THE BENEFIT OF ALON USA, LP, A TEXAS LIMITED...Disturbance and Attornment Agreement • March 4th, 2005 • Holly Energy Partners Lp • Pipe lines (no natural gas) • Texas
THIS MORTGAGE AND DEED OF TRUST (WITH SECURITY AGREEMENT AND FINANCING STATEMENT) (hereinafter referred to as this “Deed of Trust”), is entered into as of the 1st day of March, 2005, by HEP Fin-Tex/Trust-River, L.P., a Texas limited partnership (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 Harlin R. Dean, Trustee (hereinafter referred to in such capacity as “Trustee”), whose address is 7616 LBJ Freeway, Suite 300, Dallas, Texas 75251, for the benefit of the herein below defined Beneficiary.
REGISTRATION RIGHTS AGREEMENT Dated as of February 28, 2005 by and among HOLLY ENERGY PARTNERS, L.P. and HOLLY ENERGY FINANCE CORP. as Issuers, and UBS SECURITIES LLC, GOLDMAN, SACHS & CO. and BANC OF AMERICA SECURITIES LLC as Initial Purchasers 61/4%...Registration Rights Agreement • March 4th, 2005 • Holly Energy Partners Lp • Pipe lines (no natural gas) • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of February 11, 2005, by and among the Issuers, the Guarantors and the Initial Purchasers (the “Purchase Agreement”), relating to the offering of $150,000,000 aggregate principal amount of the Issuers’ 61/4% Senior Notes due 2015 (the “Notes”). The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Notes under the Purchase Agreement.
The pending Alon transactionHolly Energy Partners Lp • March 4th, 2005 • Pipe lines (no natural gas)
Substantially all of the information presented below regarding the pipelines and terminals to be acquired from Alon is based on information provided to us by Alon in connection with our pending acquisition of these assets.
OKLAHOMA] FORM OF MORTGAGE (WITH SECURITY AGREEMENT AND FINANCING STATEMENT) BY HEP FIN-TEX/TRUST-RIVER, L.P., A TEXAS LIMITED PARTNERSHIP, AS MORTGAGOR TO ALON USA, LP, A TEXAS LIMITED PARTNERSHIP, AS MORTGAGEE DATED AS OF MARCH 1, 2005Disturbance and Attornment Agreement • March 4th, 2005 • Holly Energy Partners Lp • Pipe lines (no natural gas) • Oklahoma
THIS INSTRUMENT COVERS, AMONG OTHER PROPERTY, GOODS WHICH ARE OR MAY BECOME FIXTURES ON REAL PROPERTY DESCRIBED ON EXHIBIT A HERETO, AND IS TO BE FILED FOR RECORD IN THE REAL ESTATE RECORDS AS BOTH A MORTGAGE OF REAL PROPERTY AND AS A FIXTURE FINANCING STATEMENT UNDER THE UNIFORM COMMERCIAL CODE.
