0000950134-09-002883 Sample Contracts

FIRST AMENDMENT TO PERFORMANCE UNIT AGREEMENT(S)
Performance Unit Agreement • February 17th, 2009 • Holly Energy Partners Lp • Pipe lines (no natural gas)

THIS FIRST AMENDMENT (the “First Amendment”) to Performance Unit Agreement(s) is dated December 31, 2008, to be effective as of the date(s) indicated herein, and is made by and between HOLLY LOGISTIC SERVICES, L.L.C., a Delaware limited liability company (the “Company”), and - (the “Employee”).

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AMENDED AND RESTATED PLEDGE AGREEMENT
Pledge Agreement • February 17th, 2009 • Holly Energy Partners Lp • Pipe lines (no natural gas) • Texas

THIS AMENDED AND RESTATED PLEDGE AGREEMENT dated as of August 27, 2007 (this “Pledge Agreement”) is by and among HOLLY ENERGY PARTNERS — OPERATING, L.P., a Delaware limited partnership (“Borrower”), each other party and each subsidiary of the Borrower signatory hereto (together with the Borrower, the “Pledgors” and individually, each a “Pledgor”) and UNION BANK OF CALIFORNIA, N.A., a national association, as Administrative Agent (the “Secured Party”) for the ratable benefit of itself, the Banks (as defined below), the Issuing Banks (as defined below), and the Swap Counterparties (as defined below) (together with the Administrative Agent, the Issuing Banks, the Banks, individually a “Beneficiary”, and collectively, the “Beneficiaries”).

AMENDED AND RESTATED GUARANTY AGREEMENT
Guaranty Agreement • February 17th, 2009 • Holly Energy Partners Lp • Pipe lines (no natural gas) • Texas

This Amended and Restated Guaranty Agreement dated as of August 27, 2007 (this “Guaranty”) is executed by each of the undersigned (individually a “Guarantor” and collectively, the “Guarantors”), in favor of Union Bank of California, N.A, as Administrative Agent (in such capacity, the “Administrative Agent”) for the ratable benefit of itself, the Banks (as defined below), the Issuing Banks (as defined below), and the Swap Counterparties (as defined below) (together with the Administrative Agent, the Issuing Banks, the Banks, individually a “Beneficiary”, and collectively, the “Beneficiaries”).

AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • February 17th, 2009 • Holly Energy Partners Lp • Pipe lines (no natural gas) • Texas

THIS AMENDED AND RESTATED SECURITY AGREEMENT dated as of August 27, 2007 (this “Security Agreement”) is by and among HOLLY ENERGY PARTNERS — OPERATING, L.P., a Delaware limited partnership (“Borrower”), each subsidiary of the Borrower party hereto (together with the Borrower, the “Grantors” and individually, each a “Grantor”) and UNION BANK OF CALIFORNIA, N.A., a national association, as Administrative Agent (the “Secured Party”) for the ratable benefit of itself, the Banks (as defined below), the Issuing Banks (as defined below), and the Swap Counterparties (as defined below) (together with the Administrative Agent, the Issuing Banks, the Banks, individually a “Beneficiary”, and collectively, the “Beneficiaries”).

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