CONTRIBUTION AGREEMENT by and among THE SINCLAIR COMPANIES, SINCLAIR TRANSPORTATION COMPANY and HOLLY ENERGY PARTNERS, L.P. Dated as of August 2, 2021Contribution Agreement • August 3rd, 2021 • Holly Energy Partners Lp • Pipe lines (no natural gas) • Delaware
This CONTRIBUTION AGREEMENT is made and entered into on August 2, 2021, by and among (a) The Sinclair Companies, a corporation organized under the Laws of the State of Wyoming (“Sinclair HoldCo”) and the sole shareholder of Sinclair Transportation Company, a corporation organized under the Laws of the State of Wyoming (the “Company”), (b) the Company and (c) Holly Energy Partners, L.P., a limited partnership organized under the Laws of the State of Delaware (“HEP”). Sinclair HoldCo, the Company, and HEP are each referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Annex A.
UNITHOLDERS AGREEMENTUnitholders Agreement • August 3rd, 2021 • Holly Energy Partners Lp • Pipe lines (no natural gas) • Delaware
This Unitholders Agreement (this “Agreement”) is made and entered into as of August 2, 2021, to be effective as of the Closing Date, by and among Holly Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), The Sinclair Companies, a Wyoming corporation (“Sinclair HoldCo”) and each other unitholder set forth on Schedule I hereto, as may be amended from time to time after the date hereof (each, together with Sinclair HoldCo, a “Unitholder” and collectively, the “Unitholders”), and, solely for the purposes of Section 2 hereof, Holly Logistic Services, L.L.C., a Delaware limited liability company and the general partner of the Partnership’s general partner (“HLS”), and Navajo Pipeline Co., L.P., a Delaware limited partnership and the sole member of HLS (the “Sole Member”).
