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Delaware Delaware		4610 4610		20-0833098 20-2263311
(State or Other Jurisdiction of Incorporation or Organization)		(Registrants’ Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

100 Crescent Court, Suite 1600 Dallas, Texas 75201 (214) 871-3555 (Address, Including Zip Code, and Telephone Number, Including Area Code, of each of the Registrants’ Principal Executive Offices)		W. John Glancy Senior Vice President and General Counsel Holly Energy Partners, L.P. 100 Crescent Court, Suite 1600 Dallas, Texas 75201 (214) 871-3555 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of each of the Registrants’ Agent for Service)

Proposed Maximum

Proposed Maximum

Amount of

Title of Each Class of

Amount to

Offering

Aggregate

Registration

Securities to be Registered

be Registered

Price per Note(1)

Offering Price(1)

Fee

61/4% Senior Notes due 2015

$185,000,000

100%

$185,000,000

$21,775

Guarantees(2)

—

—

—

—

(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933, as amended.
(2)	The 61/4% Senior Notes due 2015 are guaranteed by the subsidiaries of Holly Energy Partners, L.P. identified on the following pages. Pursuant to Rule 457(n), no separate fee for the guarantees is payable because the guarantees relate to other securities that are being registered concurrently.

	*	Additional registrants are identified on the following pages.

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Delaware		51-0504692
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Delaware		51-0504696
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Delaware		72-1583767
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Delaware		71-0968297
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Delaware		71-0968300
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Delaware		71-0968296
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Delaware		71-0968299
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Delaware		72-1583768
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Delaware		57-1207829
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Delaware		51-0512050
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Delaware		51-0512052
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

Texas		20-2161011
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

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The information in this exchange offer prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This exchange offer prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

•	We are offering to exchange up to $185,000,000 of our outstanding 61/4% Senior Notes due 2015 for new notes with substantially identical terms that have been registered under the Securities Act of 1933, which we refer to as the “Securities Act.”
•	We will exchange for an equal principal amount of new notes all outstanding notes that you validly tender and do not validly withdraw before the exchange offer expires.
•	The exchange offer expires at 5:00 p.m., New York City time, on                   , 2005, unless we decide to extend it. We do not currently intend to extend the exchange offer.
•	Tenders of outstanding notes may be withdrawn at any time prior to the expiration of the exchange offer.
•	The exchange of outstanding notes for new notes should not be a taxable event for U.S. federal income tax purposes. See “U.S. Federal Income Tax Considerations.”
•	We will not receive any proceeds from the exchange offer.

•	The new notes will mature on March 1, 2015.

•	Interest on the new notes is payable semi-annually in arrears on March 1 and September 1 of each year, with the first interest payment due on September 1, 2005.
•	Interest on the new notes will accrue from the most recent date to which interest has been paid on the outstanding notes, or if no interest has been paid on the outstanding notes, from February 28, 2005.

•	We may redeem the new notes, in whole or in part, on or after March 1, 2010 at the redemption prices described in this prospectus. We may redeem the new notes in whole prior to that date pursuant to the make-whole provisions described in this prospectus. See “Description of the New Notes — Optional Redemption.”
•	In addition, prior to March 1, 2008, we may redeem up to 35% of the new notes using the net proceeds of certain equity offerings. See “Description of the New Notes — Optional Redemption.”

•	Upon a change of control, we may be required to repurchase all or a portion of your notes at a purchase price of 101% of their principal amount, plus accrued and unpaid interest. See “Description of the New Notes — Change of Control.”

•	If we cannot make payment on the new notes when they are due, certain of our subsidiaries have guaranteed the notes and must make payment instead. The subsidiaries are referred to as the “Guarantors.” See “Description of the New Notes — Note Guarantees.”

•	The new notes and the guarantees will be our and the Guarantors’ unsecured senior obligations.
•	The new notes will be guaranteed on a senior basis by the Guarantors. The new notes will rank equally in right of payment to all of our and the Guarantors’ existing and future senior unsecured indebtedness, and will be effectively subordinated in right of payment to all of our and the Guarantors’ existing and future secured debt. See “Description of the New Notes — Brief Description of the Notes and the Guarantees.”

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PROSPECTUS SUMMARY			1
DISCLOSURE REGARDING FORWARD-LOOKING INFORMATION			7
RISK FACTORS			8
EXCHANGE OFFER			19
USE OF PROCEEDS			25
RATIO OF EARNINGS TO FIXED CHARGES			25
DESCRIPTION OF THE NEW NOTES			26
U.S. FEDERAL INCOME TAX CONSIDERATIONS			69
PLAN OF DISTRIBUTION			70
LEGAL MATTERS			71
EXPERTS			71
WHERE YOU CAN FIND MORE INFORMATION			71
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			72
LETTER OF TRANSMITTAL			ANNEX A
Certificate of Incorporation
Bylaws
Opinion/Consent of Vinson & Elkins LLP
Computation of Ratio of Earnings to Fixed Charges
Subsidiaries
Consent of Ernst & Young LLP
Statement of Eligibility on Form T-1

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	•	risks and uncertainties with respect to the actual quantities of petroleum products shipped on our pipelines and/or terminalled in our terminals;
	•	the future performance of the intermediate pipelines acquired from Holly Corporation in July 2005 and of the pipelines and terminals acquired from Alon in February 2005;
	•	the economic viability of Holly Corporation, Alon and our other customers;
	•	the demand for refined petroleum products in markets we serve;
	•	our ability to successfully purchase and integrate any future acquired operations;
	•	the availability and cost of our financing;
	•	the possibility of inefficiencies or shutdowns of refineries utilizing our pipeline and terminal facilities;
	•	the effects of current and future government laws, regulations and policies;
	•	our operational efficiency in carrying out routine operations and capital construction projects;
	•	the possibility of terrorist attacks and the consequences of any such attacks; and
	•	general economic, market or business conditions.

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	If you fail to exchange outstanding notes, existing transfer restrictions will remain in effect and the market value of outstanding notes may be adversely affected because they may be more difficult to sell.

	We depend upon Holly Corporation and particularly its Navajo Refinery for a majority of our revenues and upon Alon and its Big Spring Refinery for a substantial portion of our other revenues, and if revenues from either of these customers were materially reduced, there would be a material adverse effect on our results of operations and ability to pay interest on, or the principal of, the notes.

	•	competition from other refineries and pipelines that may be able to supply the end-user markets of either Holly Corporation or Alon on a more cost-effective basis;
	•	operational problems such as catastrophic events at the refinery, labor difficulties or environmental proceedings or other litigation that compel the cessation of all or a portion of the operations at the refinery;

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	•	increasingly stringent environmental laws and regulations, such as the Environmental Protection Agency’s gasoline and diesel sulfur control requirements that limit the concentration of sulfur in motor gasoline and diesel fuel for both on-road and non-road usage as well as various state and federal emission requirements that may affect the refinery itself;
	•	an inability to obtain crude oil for the refinery at competitive prices; or
	•	a general reduction in demand for refined products in the area due to:

	•	a local or national recession or other adverse economic condition that results in lower spending by businesses and consumers on gasoline and diesel fuel;
	•	higher gasoline prices due to higher crude oil prices, higher taxes or stricter environmental laws or regulations; or
	•	a shift by consumers to more fuel-efficient or alternative fuel vehicles or an increase in fuel economy, whether as a result of technological advances by manufacturers, legislation either mandating or encouraging higher fuel economy or the use of alternative fuel or otherwise.

	We are exposed to the credit risks of our key customers, and any material nonpayment or nonperformance by our key customers could reduce our ability to pay interest on, or the principal of, the notes.

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	We may be unable to make future acquisitions on attractive terms, and potential future acquisitions, if any, may affect our business by substantially increasing the level of our indebtedness and contingent liabilities and increasing our risks of being unable to effectively integrate these new operations.

	•	mistaken assumptions about revenues and costs, including synergies;
	•	the assumption of unknown liabilities or known liabilities for which we underestimate the risk;
	•	limitations on rights to indemnity from the seller;
	•	the diversion of management’s attention from other business concerns;
	•	unforeseen difficulties operating in new product areas or new geographic areas; and
	•	customer or key employee losses at the acquired businesses.

	Competition from other pipelines, including the Longhorn Pipeline, that may be able to supply our shippers’ customers with refined products at a lower price could cause us to reduce our rates or could reduce our revenues.

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	A material decrease in the supply, or a material increase in the price, of crude oil available to Holly Corporation’s and Alon’s refineries, could materially reduce our ability to pay interest on, or the principal of, the notes.

	We may not be able to retain existing customers or acquire new customers, which could reduce our ability to pay interest on, or the principal of, the notes.

	Our operations are subject to federal, state and local laws and regulations relating to environmental protection and operational safety that could require us to make substantial expenditures.

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	Our operations are subject to operational hazards and unforeseen interruptions for which we may not be adequately insured.

	Any reduction in the capacity of, or the allocations to, our shippers in interconnecting, third-party pipelines could cause a reduction of volumes transported in our pipelines and through our terminals, which could reduce our ability to pay interest on, or the principal of, the notes.

	If our assumptions concerning population growth are inaccurate or if Holly Corporation’s growth strategy is not successful, our ability to grow may be adversely affected.

	•	the accuracy of our assumption that many of the markets that we serve in the Southwestern and Rocky Mountain regions of the United States will experience population growth that is higher than the national average; and
	•	the willingness and ability of Holly Corporation to capture a share of this additional demand in its existing markets and to identify and penetrate new markets in the Southwestern and Rocky Mountain regions of the United States.

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	Growing our business by constructing new pipelines and terminals, or expanding existing ones, subjects us to construction risks.

	Rate regulation may not allow us to recover the full amount of increases in our costs.

	Potential changes to current petroleum pipeline rate-making methods and procedures may impact the federal and state regulations under which we will operate in the future.

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	Terrorist attacks, and the threat of terrorist attacks, have resulted in increased costs to our business. Continued hostilities in the Middle East or other sustained military campaigns may adversely impact our results of operations and could affect our ability to pay interest on, or the principal of, the notes.

	Holly Corporation and its affiliates have conflicts of interest and limited fiduciary duties, which may permit them to favor their own interests.

	•	Holly Corporation, as a shipper on our pipelines, has an economic incentive not to cause us to seek higher tariff rates or terminalling fees, even if such higher rates or terminalling fees would reflect rates that could be obtained in arm’s-length, third-party transactions;
	•	neither our partnership agreement nor any other agreement requires Holly Corporation to pursue a business strategy that favors us or utilizes our assets, including whether to increase or decrease refinery production, whether to shut down or reconfigure a refinery, or what markets to pursue or grow. Holly Corporation’s directors and officers have a fiduciary duty to make these decisions in the best interests of the stockholders of Holly Corporation;
	•	our general partner is allowed to take into account the interests of parties other than us, such as Holly Corporation, in resolving conflicts of interest;
	•	our general partner determines which costs incurred by Holly Corporation and its affiliates are reimbursable by us;
	•	our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf;
	•	our general partner determines the amount and timing of our asset purchases and sales, capital expenditures and borrowings, each of which can affect the amount of cash available to pay interest on, and the principal of, the notes; and
	•	our general partner controls the enforcement of obligations owed to us by our general partner and its affiliates, including the pipelines and terminals agreement with Holly Corporation.

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	Cost reimbursements, which will be determined by our general partner, and fees due our general partner and its affiliates for services provided are substantial.

	Holly Corporation and its affiliates may engage in limited competition with us.

	•	any business operated by Holly Corporation or any of its subsidiaries at the closing of our initial public offering;
	•	any crude oil pipeline or gathering system acquired or constructed by Holly Corporation or any of its subsidiaries that is physically interconnected to Holly Corporation’s refining facilities;
	•	any business or asset that Holly Corporation or any of it subsidiaries acquires or constructs that has a fair market value or construction cost of less than $5.0 million; and
	•	any business or asset that Holly Corporation or any of its subsidiaries acquires or constructs that has a fair market value or construction cost of $5.0 million or more if we have been offered the opportunity to purchase the business or asset at fair market value, and we decline to do so with the concurrence of our conflicts committee.

	If the IRS were to treat us as a corporation or if we were to become subject to entity-level taxation for state tax purposes, then our cash available to service the notes or repay them at maturity could be substantially reduced.

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	Our partnership agreement limits our ability to accumulate cash, which may limit cash available to service the notes or to repay them at maturity.

	•	to provide for the proper conduct of our business and the businesses of our operating subsidiaries (including reserves for future capital expenditures and for our anticipated future credit needs);
	•	to provide funds for distributions to our unitholders and our general partner for any one or more of the next four calendar quarters; or
	•	to comply with applicable law or any of our loan or other agreements.

	Your right to receive payments on the notes is effectively subordinated to the rights of our existing and future secured creditors. Further, the guarantees of these notes are effectively subordinated to all our guarantors’ existing and future secured indebtedness.

	Not all of our subsidiaries guarantee the notes. Your right to receive payments on the notes could be adversely affected if any of our non-guarantor subsidiaries declare bankruptcy, liquidate or reorganize.

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	To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

	Our leverage may limit our ability to borrow additional funds, comply with the terms of our indebtedness or capitalize on business opportunities.

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	Many of the covenants in the indenture will terminate if the notes are rated investment grade by each of Moody’s and Standard & Poor’s.

	Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.

	•	received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee and was insolvent or rendered insolvent by reason of such incurrence;
	•	was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or
	•	intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

	•	the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;
	•	the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability, including contingent liabilities, on its existing debts, as they become absolute and mature; or
	•	it could not pay its debts as they become due.

	We may not be able to repurchase the notes upon certain change of control events.

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	Your ability to transfer the new notes may be limited by the absence of a trading market.

	•	the number of holders of those notes;
	•	the interest of securities dealers in making a market in those notes;
	•	the overall market for high yield securities;
	•	our financial performance or prospects; and
	•	the prospects for companies in our industry generally.

	•	file a registration statement with the SEC on or prior to July 28, 2005 with respect to a registered offer to exchange each outstanding note for a new note having terms identical in all material respects to such note except that the new note will not contain terms with respect to transfer restrictions, registration rights or liquidated damages;
	•	use commercially reasonable efforts to cause the registration statement to be declared effective on or prior to September 26, 2005;

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	•	upon effectiveness of the registration statement, offer the new notes in exchange for surrender of the outstanding notes;
	•	keep the exchange offer open for not less than 20 business days (or longer if required by applicable law) after the date that notice of the exchange offer is mailed to the holders of the outstanding notes; and
	•	use commercially reasonable efforts to consummate the exchange offer on or prior to October 26, 2005.

	•	such new notes are acquired in the ordinary course of your business; and
	•	you do not intend to participate in a distribution of the new notes.

	•	cannot rely on such interpretations by the SEC staff; and
	•	must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

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	•	delay accepting for exchange any outstanding notes,
	•	extend the exchange offer; or
	•	terminate the exchange offer;

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	Determinations Under the Exchange Offer

	When We Will Issue New Notes

	•	a book-entry confirmation of such outstanding notes into the exchange agent’s account at DTC; and
	•	a properly transmitted agent’s message.

	Return of Outstanding Notes Not Accepted or Exchanged

	Your Representations to Us

	•	any new notes that you receive will be acquired in the ordinary course of your business;
	•	you have no arrangement or understanding with any person or entity to participate in the distribution of the new notes;

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	•	you are not engaged in and do not intend to engage in the distribution of the new notes;
	•	if you are a broker-dealer that will receive new notes for your own account in exchange for outstanding notes, you acquired those notes as a result of market-making activities or other trading activities and you will deliver a prospectus, as required by law, in connection with any resale of such new notes; and
	•	you are not our “affiliate,” as defined in Rule 405 of the Securities Act.

	•	SEC registration fees;
	•	fees and expenses of the exchange agent and trustee;
	•	accounting and legal fees and printing costs; and
	•	related fees and expenses.

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		Navajo Pipeline Co., L.P. (Predecessor)																				Holly Energy
		and Holly Energy Partners, L.P.																				Partners, L.P.
																						Three Months
		Year Ended December 31,																				Ended
																						March 31,
		2000				2001				2002				2003				2004				2005(1)
Ratio of Earnings to Fixed Charges			2.7				1.9				2.5				1.3				16.1				5.44

(1)	The ratio of earnings to fixed charges for the three months ended March 31, 2005 only includes earnings from our recently acquired Alon operations and interest on $150 million of the outstanding notes from February 28, 2005, when such operations were acquired and such notes were issued.

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	The Notes

	•	general unsecured obligations of the Issuers;
	•	pari passu in right of payment with all existing and future unsecured senior Indebtedness of the Issuers;
	•	senior in right of payment to any future subordinated Indebtedness of the Issuers; and
	•	unconditionally guaranteed by the Guarantors.

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	The Note Guarantees

	•	a general unsecured obligation of the Guarantor;
	•	pari passu in right of payment with all existing and future senior Indebtedness of that Guarantor; and
	•	senior in right of payment to any future subordinated Indebtedness of that Guarantor.

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	(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and
	(2) either:

	(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the Indenture, its Note Guarantee and the registration rights agreements pursuant to a supplemental indenture satisfactory to the trustee; or
	(b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture.

	(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) Holly Energy Partners or a Restricted Subsidiary of Holly Energy Partners, if the sale or other disposition does not violate the “Asset Sale” provisions of the Indenture;
	(2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) Holly Energy Partners or a Restricted Subsidiary of Holly Energy Partners, if the sale or other disposition does not violate the “Asset Sale” provisions of the Indenture;
	(3) if Holly Energy Partners designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture;

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	(4) if that Guarantor is released from its Guarantee for Indebtedness under a Credit Facility; provided, however, that if, at any time following such release, that Guarantor incurs a Guarantee under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time; or
	(5) upon legal or covenant defeasance or satisfaction and discharge of the Indenture as provided below under the captions “— Legal Defeasance and Covenant Defeasance” and “— Satisfaction and Discharge.”

	(1) at least 65% of the aggregate principal amount of notes (including any additional notes) issued under the Indenture (excluding notes held by Holly Energy Partners and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and
	(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.

Year		Percentage
2010			103.125	%
2011			102.083	%
2012			101.042	%
2013 and thereafter			100.000	%

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	Change of Control

	(1) accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;
	(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and
	(3) deliver or cause to be delivered to the trustee the notes properly accepted together with an officers’ certificate stating the aggregate principal amount of notes or portions of notes being purchased by the Issuers.

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	Asset Sales

	(1) Holly Energy Partners (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;
	(2) such fair market value is determined by (a) an executive officer of the General Partner if the value is less than $15.0 million, as evidenced by an officers’ certificate delivered to the trustee, or (b) the Board of Directors of the General Partner if the value is $15.0 million or more, as evidenced by a resolution of such Board of Directors of the General Partners; and
	(3) at least 75% of the consideration received in the Asset Sale by Holly Energy Partners or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:

	(a) any liabilities, as shown on Holly Energy Partners’ most recent consolidated balance sheet, of Holly Energy Partners or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Note Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Holly Energy Partners or such Restricted Subsidiary from further liability; and
	(b) any securities, notes or other obligations received by Holly Energy Partners or any such Restricted Subsidiary from such transferee that are within 90 days after the Asset Sale (subject to ordinary settlement periods), converted by Holly Energy Partners or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion.

	(1) to repay Senior Indebtedness of Holly Energy Partners and/or its Restricted Subsidiaries (or to make an offer to repurchase or redeem such Indebtedness, provided that such repurchase or redemption closes within 45 days after the end of such 360-day period) with a permanent reduction in availability for any revolving credit Indebtedness;
	(2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of Holly Energy Partners;
	(3) to make a capital expenditure; or
	(4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business.

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	(1) if the notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or
	(2) if the notes are not listed on any national securities exchange, on a pro rata basis.

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	Suspension of Covenants

	(1) “— Repurchase at the Option of Holders — Asset Sales;”
	(2) “— Restricted Payments;”
	(3) “— Incurrence of Indebtedness and Issuance of Disqualified Equity;”
	(4) “— Designation of Restricted and Unrestricted Subsidiaries;”
	(5) “— Transactions with Affiliates;”
	(6) “— Business Activities;”
	(7) “— Additional Guarantees;”
	(8) clause (4)(b) of the covenant described below under the caption “— Merger, Consolidation or Sale of Assets;” and
	(9) clauses (1)(a) and (3) of the covenant described below under the caption “— Limitation on Sale and Leaseback Transactions” (collectively, the “Suspended Covenants”).

	Restricted Payments

	(1) declare or pay any dividend or make any other payment or distribution on account of Holly Energy Partners’ or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation,

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	any payment in connection with any merger or consolidation involving Holly Energy Partners or any of its Restricted Subsidiaries) or to the direct or indirect holders of Holly Energy Partners’ or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than distributions or dividends payable in Equity Interests of Holly Energy Partners (other than Disqualified Equity) and other than distributions or dividends payable to Holly Energy Partners or a Restricted Subsidiary);
	(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Holly Energy Partners) any Equity Interests of Holly Energy Partners or any direct or indirect parent of Holly Energy Partners;
	(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of Holly Energy Partners or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee (excluding intercompany Indebtedness between or among Holly Energy Partners and any of its Restricted Subsidiaries), except a payment of interest or principal within one month of the Stated Maturity thereof; or
	(4) make any Restricted Investment

(1) if the Fixed Charge Coverage Ratio for Holly Energy Partners’ Reference Period is not less than 1.75 to 1.0, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Holly Energy Partners and its Restricted Subsidiaries (excluding Restricted Payments permitted by clauses (2), (3), (4) (to the extent, in the case of clause (4), payments are made other than to Holly Energy Partners or a Restricted Subsidiary), (5), (6) and (7) of the next succeeding paragraph) during the quarter in which such Restricted Payment is made, is less than the sum, without duplication, of:

	(a) Available Cash from Operating Surplus as of the end of the immediately preceding quarter; plus
	(b) 100% of the aggregate net cash proceeds received by Holly Energy Partners (including the fair market value of any Permitted Business or long-term assets that are used or useful in a Permitted Business to the extent acquired in consideration of Equity Interests of Holly Energy Partners (other than Disqualified Equity)) since the date of the Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of Holly Energy Partners (other than Disqualified Equity) or from the issue or sale of convertible or exchangeable Disqualified Equity or convertible or exchangeable debt securities of Holly Energy Partners that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Equity or debt securities) sold to a Subsidiary of Holly Energy Partners); plus
	(c) to the extent that any Restricted Investment that was made after the date of the Indenture is sold for cash or Cash Equivalent or otherwise liquidated or repaid for cash or Cash Equivalent, the lesser of (i) the return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of such Restricted Investment; plus
	(d) the net reduction in Restricted Investments resulting from dividends, repayments of loans or advances, or other transfers of assets in each case to Holly Energy Partners or any of its Restricted Subsidiaries from any Person (including, without limitation, Unrestricted Subsidiaries) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, to the extent such amounts have not been included in Available Cash from Operating Surplus for any period commencing on or after the date of the Indenture (items (b), (c) and (d) being referred to as “Incremental Funds”); minus

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	(e) the aggregate amount of Incremental Funds previously expended pursuant to this clause (1) and clause (2) below; or

(2) if the Fixed Charge Coverage Ratio for Holly Energy Partners’ Reference Period is less than 1.75 to 1.0, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Holly Energy Partners and its Restricted Subsidiaries (excluding Restricted Payments permitted by clauses (2), (3), (4) (to the extent, in the case of clause (4), payments are made other than to Holly Energy Partners or a Restricted Subsidiary), (5), (6) and (7) of the next succeeding paragraph) during the quarter in which such Restricted Payment is made (such Restricted Payments for purposes of this clause (2) meaning only distributions on common units and subordinated units of Holly Energy Partners, plus the related distribution on the general partner interest), is less than the sum, without duplication, of:

	(a) $70.0 million less the aggregate amount of all Restricted Payments made by Holly Energy Partners and its Restricted Subsidiaries pursuant to this clause 2(a) during the period ending on the last day of the fiscal quarter immediately preceding the date of such Restricted Payment and beginning on the date of the Indenture; plus
	(b) Incremental Funds to the extent not previously expended pursuant to this clause (2) or clause (1) above.

	(1) the payment of any dividend or distribution within 60 days after the date of its declaration, if at the date of declaration the payment would have complied with the provisions of the Indenture;
	(2) so long as no Default has occurred and is continuing or would be caused thereby, the redemption, repurchase, retirement, defeasance or other acquisition of subordinated Indebtedness of Holly Energy Partners or any Guarantor or of any Equity Interests of Holly Energy Partners in exchange for, or out of the net cash proceeds of, a substantially concurrent (a) capital contribution to Holly Energy Partners from any Person (other than a Restricted Subsidiary of Holly Energy Partners) or (b) sale (other than to a Restricted Subsidiary of Holly Energy Partners) of Equity Interests (other than Disqualified Equity) of Holly Energy Partners, with a sale being deemed substantially concurrent if such redemption, repurchase, retirement, defeasance or other acquisition occurs not more than 120 days after such sale; provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded or deducted from the calculation of Available Cash from Operating Surplus and Incremental Funds;
	(3) so long as no Default has occurred and is continuing or would be caused thereby, the defeasance, redemption, repurchase or other acquisition of any subordinated Indebtedness of Holly Energy Partners or any Guarantor with the net cash proceeds from an incurrence of, or in exchange for, Permitted Refinancing Indebtedness;
	(4) the payment of any distribution or dividend by a Restricted Subsidiary of Holly Energy Partners to the holders of its Equity Interests (other than Disqualified Equity) on a pro rata basis;
	(5) so long as no Default has occurred and is continuing or would be caused thereby, the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Holly Energy Partners or any Restricted Subsidiary of Holly Energy Partners held by any current or former officer, director or employee of the General Partner, Holly Energy Partners or any of Holly Energy Partners’ Restricted Subsidiaries pursuant to any equity subscription agreement or plan, stock or unit option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $2.0 million in any twelve-month period; provided further that such amount in any calendar year may be increased by an amount not to exceed (a) the cash proceeds received by Holly Energy Partners from the sale of Equity Interests of Holly Energy Partners to members of management or directors of

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	the General Partner, Holly Energy Partners or its Restricted Subsidiaries that occurs after the date of the Indenture (to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of sections 1(b) or 2(b) of the preceding paragraph), plus (b) the cash proceeds of key man life insurance policies received by Holly Energy Partners after the date of the Indenture, less (c) the amount of any Restricted Payments made pursuant to clauses (a) and (b) of this clause (5);
	(6) so long as no Default has occurred and is continuing or would be caused thereby, payments of dividends on Disqualified Equity issued pursuant to the covenant described under “— Incurrence of Indebtedness and Issuance of Disqualified Equity;”
	(7) repurchases of Capital Stock deemed to occur upon exercise of stock options, warrants or other convertible securities if such Capital Stock represents a portion of the exercise price of such options, warrants or other convertible securities; or
	(8) so long as no Default has occurred and is continuing or would be caused thereby, cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of Holly Energy Partners.

	Incurrence of Indebtedness and Issuance of Disqualified Equity

(1) the incurrence by Holly Energy Partners and any Guarantor of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Holly Energy Partners and its Restricted Subsidiaries thereunder) not to exceed the greater of (a) $200.0 million and (b) the sum of $25 million and 15% of Consolidated Net Tangible Assets, in each case, less the aggregate amount of all Net Proceeds of Asset Sales

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	applied by Holly Energy Partners or any of its Restricted Subsidiaries since the date of the Indenture to repay any term Indebtedness under a Credit Facility or to repay any revolving credit Indebtedness under a Credit Facility and effect a corresponding commitment reduction thereunder pursuant to the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales;”
	(2) the incurrence by Holly Energy Partners and its Restricted Subsidiaries of the Existing Indebtedness;
	(3) the incurrence by Holly Energy Partners and the Guarantors of Indebtedness represented by the notes and the related Note Guarantees to be issued on the date of the Indenture and the exchange notes and the related Note Guarantees to be issued pursuant to the registration rights agreement;
	(4) the incurrence by Holly Energy Partners or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of Holly Energy Partners or any of its Restricted Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed $20.0 million at any time outstanding;
	(5) the incurrence by Holly Energy Partners or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace any Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be incurred under the first paragraph of this covenant or clauses (2), (3) or (4) of this paragraph or this clause (5);
	(6) the incurrence by Holly Energy Partners or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Holly Energy Partners and any of its Restricted Subsidiaries; provided, however, that:

	(a) if Holly Energy Partners or any Guarantor is the obligor on such Indebtedness and the payee is not Holly Energy Partners or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the notes, in the case of Holly Energy Partners, or the Note Guarantee, in the case of a Guarantor; and
	(b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Holly Energy Partners or a Restricted Subsidiary of Holly Energy Partners and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Holly Energy Partners or a Restricted Subsidiary of Holly Energy Partners,

	will be deemed, in each case, to constitute an incurrence of such Indebtedness by Holly Energy Partners or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

	(7) the incurrence by Holly Energy Partners or any of its Restricted Subsidiaries of Hedging Obligations;
	(8) the guarantee by Holly Energy Partners or any of the Guarantors of Indebtedness of Holly Energy Partners or a Restricted Subsidiary of Holly Energy Partners that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed; and
	(9) the incurrence by Holly Energy Partners or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount at any time outstanding, not to exceed $40.0 million.

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	Liens

	Dividend and Other Payment Restrictions Affecting Subsidiaries

	(1) pay dividends or make any other distributions on its Equity Interests to Holly Energy Partners or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Holly Energy Partners or any of its Restricted Subsidiaries;
	(2) make loans or advances to Holly Energy Partners or any of its Restricted Subsidiaries; or
	(3) sell, lease or transfer any of its properties or assets to Holly Energy Partners or any of its Restricted Subsidiaries.

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	(1) agreements as in effect on the date of the Indenture and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend, distribution and other payment restrictions than those contained in those agreements on the date of the Indenture;
	(2) the Indenture, the notes and the Note Guarantees;
	(3) applicable law, rule, regulation or order;
	(4) any instrument governing Indebtedness or Equity Interest of a Person acquired by Holly Energy Partners or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Equity Interest was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred;
	(5) customary non-assignment provisions in transportation agreements or purchase and sale or exchange agreements, pipeline and terminals agreement, or similar operational agreements or in licenses or leases, in each case entered into in the ordinary course of business;
	(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;
	(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;
	(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;
	(9) Liens permitted to be incurred under the provisions of the covenant described above under the caption “— Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;
	(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;
	(11) any agreement or instrument relating to any property or assets acquired after the date of the Indenture, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisitions; and
	(12) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business.

	Merger, Consolidation or Sale of Assets

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	(1) either: (a) such Issuer is the surviving entity; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into any Person other than a corporation satisfying such requirement so long as Holly Energy Partners is not a corporation;
	(2) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the obligations of such Issuer under the notes and the Indenture pursuant to agreements reasonably satisfactory to the trustee;
	(3) immediately after such transaction, no Default or Event of Default exists;
	(4) in the case of a transaction involving Holly Energy Partners and not Finance Corp., Holly Energy Partners or the Person formed by or surviving any such consolidation or merger (if other than Holly Energy Partners), or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made will, (a) on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable Reference Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Disqualified Equity;” or (b) have a Fixed Charge Coverage Ratio, on the date of such transaction and after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable Reference Period, not less than the Fixed Charge Coverage Ratio of Holly Energy Partners immediately prior to such transaction; and
	(5) such Issuer has delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger or disposition and such supplemental indenture (if any) comply with the Indenture and all conditions precedent therein relating to such transaction have been satisfied;

	(1) the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of Holly Energy Partners into a form of entity other than a limited partnership formed under Delaware law;
	(2) the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia;
	(3) the entity so formed by or resulting from such reorganization assumes all the Obligations of Holly Energy Partners under the notes and the Indenture pursuant to agreements reasonably satisfactory to the trustee;
	(4) immediately after such reorganization no Default or Event of Default exists; and
	(5) such reorganization is not adverse to the holders of the notes (for purposes of this clause (5) it is stipulated that such reorganization shall not be considered adverse to the holders of the notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is considered to be an “includible corporation” of an

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	affiliated group of corporations within the meaning of Section 1504(b)(i) of the Code or any similar state or local law).

	(1) immediately after giving effect to such transaction, no Default or Event of Default exists; and
	(2) either:

	(a) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than Holly Energy Partners or the Guarantor) unconditionally assumes all the obligations of that Guarantor, pursuant to a supplemental indenture substantially in the form specified in the Indenture, under the Notes, the Indenture and its Subsidiary Guarantee on terms set forth therein; or
	(b) the Net Proceeds of such sale or other disposition are applied in accordance with the “Asset Sale” provisions of the Indenture.

	Transactions with Affiliates

	(1) the Affiliate Transaction is on terms that are no less favorable to Holly Energy Partners or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Holly Energy Partners or such Restricted Subsidiary with an unrelated Person; and
	(2) Holly Energy Partners delivers to the trustee:

	(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, a resolution of the Board of Directors of the General Partner set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of Holly Energy Partners; and
	(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50.0 million, a written opinion as to the fairness to Holly Energy Partners or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of recognized industry standing.

	(1) any employment agreement, equity award, equity option or equity appreciation agreement or plan, officer or director indemnification agreement or any similar arrangement entered into by Holly

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	Energy Partners or any of its Restricted Subsidiaries or the General Partner in the ordinary course of business and payments pursuant thereto;
	(2) transactions between or among Holly Energy Partners and/or its Restricted Subsidiaries;
	(3) transactions with a Person (other than an Unrestricted Subsidiary of Holly Energy Partners) that is an Affiliate of Holly Energy Partners solely because Holly Energy Partners owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;
	(4) any issuance of Equity Interests (other than Disqualified Equity) of Holly Energy Partners to Affiliates of Holly Energy Partners;
	(5) Restricted Payments or Permitted Investments that do not violate the provisions of the Indenture described above under the caption “— Restricted Payments;”
	(6) customary compensation, indemnification and other benefits made available to officers, directors or employees of Holly Energy Partners, a Restricted Subsidiary of Holly Energy Partners or the General Partner, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance;
	(7) in the case of gathering, transportation, marketing, hedging, production handling, operating, construction, terminalling, storage, lease, platform use, or other operational contracts, any such contracts are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by Holly Energy Partners or any Restricted Subsidiary and third parties, or if neither Holly Energy Partners nor any Restricted Subsidiary has entered into a similar contract with a third party, that the terms are no less favorable than those available from third parties on an arm’s-length basis, as determined by the Board of Directors of the General Partner;
	(8) loans or advances to employees in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; and
	(9) the existence of, or the performance by Holly Energy Partners or any Restricted Subsidiary of its obligations under the terms of, certain related party agreements with Holly Corporation to which it is a party as of the closing date of the Acquisition and any amendments thereto and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by Holly Energy Partners or any Restricted Subsidiary of its obligations under, any future amendment to such agreements or under any such similar agreements shall only be permitted by this clause (9) to the extent that the terms of any such amendment or new agreement, taken as a whole, are not less favorable to the Holders in any material respect as determined by the Board of Directors of the General Partner in its reasonable good faith judgment upon a recommendation of Holly Energy Partners’ Conflicts Committee.

	Business Activities

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	Additional Guarantees

	Designation of Restricted and Unrestricted Subsidiaries

	Limitation on Sale and Leaseback Transactions

	(1) Holly Energy Partners or that Guarantor, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under the Fixed Charge Coverage Ratio test in the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Disqualified

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	Equity” and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption “— Liens;”
	(2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of the General Partner and set forth in an officers’ certificate delivered to the trustee, of the property that is the subject of that sale and leaseback transaction; and
	(3) the transfer of assets in that sale and leaseback transaction is permitted by, and Holly Energy Partners applies the proceeds of such transaction in compliance with, the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales.”

	Payments for Consent

	(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if Holly Energy Partners were required to file such reports; and
	(2) all current reports that would be required to be filed with the SEC on Form 8-K if Holly Energy Partners were required to file such reports.

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	(1) default for 30 days in the payment when due of interest on the notes;
	(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the notes;
	(3) failure by Holly Energy Partners or any of its Restricted Subsidiaries to make a Change of Control Offer or an Asset Sale Offer within the time periods set forth, or consummate a purchase of notes when required pursuant to the terms described, under the captions “— Repurchase at the Option of Holders — Change of Control,” “— Repurchase at the Option of Holders — Asset Sales” or comply with the provisions described under the caption “— Certain Covenants — Merger, Consolidation or Sale of Assets;”
	(4) failure by Holly Energy Partners or any of its Restricted Subsidiaries for 60 days after written notice to comply with any of the other agreements in the Indenture;
	(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Holly Energy Partners or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Holly Energy Partners or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the date of the Indenture, if that default:

	(a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or
	(b) results in the acceleration of such Indebtedness prior to its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more, provided, however, that if, prior to any acceleration of the notes, (i) any such Payment Default is cured or waived, (ii) any such acceleration is rescinded, or (iii) such Indebtedness is repaid during the 10 Business Day period commencing upon the end of any applicable grace period for such Payment Default or the occurrence of such acceleration, as applicable, any Default or Event of Default (but not any acceleration) caused by such Payment Default or acceleration shall automatically be rescinded, so long as such rescission does not conflict with any judgment, decree or applicable law;

	(6) failure by an Issuer or any of Holly Energy Partners’ Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $20.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;
	(7) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its Obligations under its Note Guarantee; and
	(8) certain events of bankruptcy or insolvency described in the Indenture with respect to Finance Corp., Holly Energy Partners or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

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	(1) such holder has previously given the trustee notice that an Event of Default is continuing;
	(2) holders of at least 25% in aggregate principal amount of the then outstanding notes have requested the trustee to pursue the remedy;
	(3) such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;
	(4) the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and
	(5) holders of a majority in aggregate principal amount of the then outstanding notes have not given the trustee a direction inconsistent with such request within such 60-day period.

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	(1) the rights of holders of outstanding notes to receive payments in respect of the principal of, or interest or premium, if any, on, such notes when such payments are due from the trust referred to below;
	(2) the Issuers’ obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;
	(3) the rights, powers, trusts, duties and immunities of the trustee, and the Issuers’ and the Guarantors’ Obligations in connection therewith; and
	(4) the Legal Defeasance and Covenant Defeasance provisions of the Indenture.

	(1) the Issuers must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, on the outstanding notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the notes are being defeased to such stated date for payment or to a particular redemption date;
	(2) in the case of Legal Defeasance, the Issuers must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
	(3) in the case of Covenant Defeasance, the Issuers must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
	(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such

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	deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuers or any Guarantor is a party or by which the Issuers or any Guarantor is bound;
	(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Indenture) to which Holly Energy Partners or any of its Subsidiaries is a party or by which Holly Energy Partners or any of its Subsidiaries is bound;
	(6) the Issuers must deliver to the trustee an officers’ certificate stating that the deposit was not made by the Issuers with the intent of preferring the holders of notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others; and
	(7) the Issuers must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

	(1) reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;
	(2) reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the caption “— Repurchase at the Option of Holders”);
	(3) reduce the rate of or change the time for payment of interest, including default interest, on any note;
	(4) waive a Default or Event of Default in the payment of principal of, or interest or premium, if any, on, the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the payment default that resulted from such acceleration);
	(5) make any note payable in money other than that stated in the notes;
	(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, or interest or premium, if any, on, the notes (other than as permitted by clause (7) below);
	(7) waive a redemption payment with respect to any note (other than a payment required by one of the covenants described above under the caption “— Repurchase at the Option of Holders”);
	(8) release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture; or
	(9) make any change in the preceding amendment and waiver provisions.

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	(1) to cure any ambiguity, defect or inconsistency;
	(2) to provide for uncertificated notes in addition to or in place of certificated notes;
	(3) to provide for the assumption of the Issuers’ or a Guarantor’s obligations to holders of notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Issuers’ or such Guarantor’s assets, as applicable;
	(4) to make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the Indenture of any such holder;
	(5) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;
	(6) to conform the text of the Indenture or the Note Guarantees to any provision of the Description of Notes to the extent that such provision was intended to be a verbatim recitation of a provision of the Indenture or Note Guarantee;
	(7) to provide for the issuance of additional notes in accordance with the limitations set forth in the Indenture as of the date of the Indenture;
	(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the notes or to reflect the release of a Note Guarantee in accordance with the Indenture;
	(9) to secure the notes and/or the Note Guarantees; or
	(10) to provide for the reorganization of Holly Energy Partners as any other form of entity, in accordance with the last paragraph of “— Certain Covenants — Merger, Consolidation or Sale of Assets.”

	(1) either:

	(a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the trustee for cancellation; or
	(b) all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the notes not delivered to the trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Holly Energy Partners or any Guarantor is a party or by which Holly Energy Partners or any Guarantor is bound;

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	(3) the Issuers or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and
	(4) the Issuers have delivered irrevocable instructions to the trustee under the Indenture to apply the deposited money toward the payment of the notes at maturity or on the redemption date, as the case may be.

	•	deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) in New York, New York, and
	•	registered in the name of DTC or its nominee,

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	Transfers of interests in Global notes for Certificated notes

	Same day settlement and payment

	(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person, but excluding Indebtedness which is extinguished, retired or repaid in connection with such Person merging with or become a Subsidiary of such specific Person; and
	(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

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	(1) 1.0% of the principal amount of the note; or
	(2) the excess of:

	(a) the present value at such redemption date of (i) the redemption price of the note at March 1, 2010 (such redemption price being set forth in the table appearing above under the caption “— Optional Redemption”) plus (ii) all required interest payments due on the note through March 1, 2010, (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over
	(b) the principal amount of the note, if greater.

	(1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of Holly Energy Partners and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption “— Repurchase at the Option of Holders — Change of Control” and/or the provisions described above under the caption “— Certain Covenants — Merger, Consolidation or Sale of Assets” and not by the provisions of the Asset Sale covenant; and
	(2) the issuance of Equity Interests in any of Holly Energy Partners’ Restricted Subsidiaries or the sale of Equity Interests in any of its Subsidiaries.

	(1) any single transaction or series of related transactions that: (a) involves assets having a Fair Market Value of less than $2.5 million or (b) results in net proceeds to Holly Energy Partners and its Restricted Subsidiaries of less than $2.5 million;
	(2) a transfer of assets between or among Holly Energy Partners and its Restricted Subsidiaries;
	(3) an issuance of Equity Interests by a Restricted Subsidiary of Holly Energy Partners to Holly Energy Partners or to a Restricted Subsidiary of Holly Energy Partners;
	(4) the sale or lease of products, services or accounts receivable in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business;
	(5) the sale or other disposition of cash or Cash Equivalents, Hedging Obligations or other financial instruments in the ordinary course of business;
	(6) a Restricted Payment that does not violate the covenant described above under the caption “— Certain Covenants — Restricted Payments” or a Permitted Investment;
	(7) any trade or exchange by Holly Energy Partners or any Restricted Subsidiary or properties or assets of any type for properties or assets of any type owned or held by another Person, including

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	any disposition of some but not all of the Equity Interests of a Restricted Subsidiary in exchange for assets or properties and after which the Person whose Equity Interests have been so disposed of continues to be a Restricted Subsidiary, provided that the fair market value of the properties or assets traded or exchanged by Holly Energy Partners or such Restricted Subsidiary (together with any cash or Cash Equivalent together with the liabilities assumed) is reasonably equivalent to the fair market value of the properties or assets (together with any cash or Cash Equivalent together with liabilities assumed) to be received by Holly Energy Partners or such Restricted Subsidiary; and provided further that any cash received must be applied in accordance with the provisions described above under the caption “— Repurchase at the Option of Holders — Asset Sales;” and
	(8) the creation or perfection of a Lien that is not prohibited by the covenant described above under the caption “— Certain Covenants — Liens.”

	(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;
	(2) with respect to a partnership, the Board of Directors or Board of Managers of the general partner of the partnership, or in the case of Holly Energy Partners, the Board of Directors of Holly Logistic Services, L.L.C., the general partner of HEP Logistics Holdings, L.P.;
	(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and
	(4) with respect to any other Person, the board or committee of such Person serving a similar function.

	(1) in the case of a corporation, corporate stock;
	(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

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	(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and
	(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

	(1) United States dollars or, in an amount up to the amount necessary or appropriate to fund local operating expenses, other currencies;
	(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition;
	(3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;
	(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;
	(5) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within six months after the date of acquisition; and
	(6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

	(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Holly Energy Partners and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act), which occurrence is followed by a Ratings Decline within 90 days;
	(2) the adoption of a plan relating to the liquidation or dissolution of Holly Energy Partners or the removal of the General Partner by the limited partners of Holly Energy Partners;
	(3) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” (as defined above), other than a Qualified Owner, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the General Partner or of Holly Logistics Services L.L.C., measured by voting power rather than number of shares, which occurrence is followed by a Ratings Decline within 90 days; or
	(4) the first day on which a majority of the members of the Board of Directors of the General Partner are not Continuing Directors, which occurrence is followed by a Ratings Decline within 90 days.

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	(1) an amount equal to the dividends or distributions paid during such period in cash or Cash Equivalents to such Person or any of its Restricted Subsidiaries by a Person that is not a Restricted Subsidiary of such Person; plus
	(2) an amount equal to (i) any extraordinary loss plus (ii) any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale or the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries, in each case, to the extent such losses were deducted in computing such Consolidated Net Income; plus
	(3) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus
	(4) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with aspect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments, if any, pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus
	(5) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus
	(6) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

	(1) the aggregate Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;
	(2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, partners or members;
	(3) the cumulative effect of a change in accounting principles will be excluded; and

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	(4) unrealized losses and gains under derivative instruments included in the determination of Consolidated Net Income, including, without limitation those resulting from the application of Statement of Financial Accounting Standards No. 133 will be excluded.

	(1) was a member of such Board of Directors on the date of the Indenture; or
	(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

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	(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions during the Reference Period or subsequent to such Reference Period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the Reference Period, including any Consolidated Cash Flow and any pro forma expense and cost reductions that have occurred or are reasonably expected to occur, in the reasonable judgment of the chief financial or accounting officer of Holly Energy Partners (regardless of whether those cost savings or operating improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any other regulation or policy of the SEC related thereto);
	(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;
	(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;
	(4) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the average rate in effect from the beginning of the applicable period to the Calculation Date had been the applicable rate for the entire period (taking into account

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	any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months); and
	(5) if any Indebtedness is incurred under a revolving credit facility and is being given pro forma effect, the interest on such indebtedness shall be calculated based on the average daily balance of such Indebtedness for the four fiscal quarters subject to the pro forma calculation.

	(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus
	(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus
	(3) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus
	(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Equity of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of Holly Energy Partners (other than Disqualified Equity) or to Holly Energy Partners or a Restricted Subsidiary of Holly Energy Partners, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP; minus

(B) to the extent included in (A) above, write-off of non-recurring deferred financing costs of such Person and its Restricted Subsidiaries during such period and any charge related to, or any premium or penalty paid in connection with, paying any such Indebtedness of such Person and its Restricted Subsidiaries prior to its Stated Maturity: provided, however, there shall be excluded from Fixed Charges the amortization or write-off of fees and expenses incurred in connection with the Acquisition.

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	(1) the existing and future Domestic Subsidiaries of Holly Energy Partners other than (a) Immaterial Subsidiaries of Holly Energy Partners, (b) Unrestricted Subsidiaries, and (c) Subsidiaries of Holly Energy Partners that do not Guarantee Indebtedness under a Credit Facility; and
	(2) any other Subsidiary of Holly Energy Partners that executes a Note Guarantee in accordance with the provisions of the Indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of the Indenture.

	(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements entered into with one or more financial institutions and designed to reduce costs of borrowing or to protect the Person or any of its Restricted Subsidiaries entering into the agreement against fluctuations in interest rates with respect to Indebtedness incurred;
	(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and
	(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

	(1) in respect of borrowed money;
	(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);
	(3) in respect of banker’s acceptances;
	(4) representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions;
	(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or
	(6) representing any Hedging Obligations,

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	(1) accrued expenses and trade accounts payable arising in the ordinary course of business;
	(2) the incurrence by Holly Energy Partners or any of its Restricted Subsidiaries of Indebtedness in respect of bid, performance, surety and similar bonds issued for the account of Holly Energy Partners and any of its Restricted Subsidiaries in the ordinary course of business, including guarantees and obligations of Holly Energy Partners or any of its Restricted Subsidiaries with respect to letters of credit supporting such obligations (in each case other than an obligation for money borrowed);
	(3) any Indebtedness which has been defeased in accordance with GAAP or defeased pursuant to the deposit of cash or Government Securities (in an amount sufficient to satisfy all such Indebtedness obligations at maturity or redemption, as applicable, and all payments of interest and premium, if any) in a trust or account created or pledged for the sole benefit of the holders of such indebtedness and subject to no other Liens, and the other applicable terms of the instrument governing such Indebtedness;
	(4) any obligation arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such obligation is extinguished within five Business Days of its incurrence; and
	(5) any obligation arising from any agreement providing for indemnities, guarantees, purchase price adjustments, holdbacks, contingency payment obligations based on the performance of the acquired or disposed assets or similar obligations (other than guarantees of Indebtedness) incurred by any Person in connection with the acquisition or disposition of assets.

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	(1) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and
	(2) any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss).

	(1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale,
	(2) taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements,
	(3) amounts required to be applied to the repayment of Indebtedness, other than Indebtedness under a Credit Facility, secured by a Lien on the asset or assets that were the subject of such Asset Sale and all distributions and payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Sale, and
	(4) any amounts to be set aside in any reserve established in accordance with GAAP or any amount placed in escrow, in either case for adjustment in respect of the sale price of such properties or assets or for liabilities associated with such Asset Sale and retained by Holly Energy Partners or any of its Restricted Subsidiaries until such time as such reserve is reversed or such escrow arrangement is terminated, in which case Net Proceeds shall include only the amount of the reserve so reversed or the amount returned to Holly Energy Partners or its Restricted Subsidiaries from such escrow arrangement, as the case may be.

	(1) as to which neither Holly Energy Partners nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;
	(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of Holly Energy Partners or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and
	(3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of Holly Energy Partners or any of its Restricted Subsidiaries except as contemplated by clause (13) of the definition of Permitted Liens.

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	(1) either (a) at the time of such Investment and immediately thereafter, Holly Energy Partners could incur $1.00 of additional Indebtedness under the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under “— Certain Covenants — Incurrence of Indebtedness and Issuance of Disqualified Equity” above or (b) such Investment does not exceed the aggregate amount of Incremental Funds (as defined in the covenant described under “— Certain Covenants — Restricted Payments”) not previously expended at the time of making such Investment;
	(2) if such Unrestricted Subsidiary or Joint Venture has outstanding Indebtedness at the time of such Investment, either (a) all such Indebtedness is Non-Recourse Debt or (b) any such Indebtedness of such Unrestricted Subsidiaries or Joint Venture that is recourse to Holly Energy Partners or any of its Restricted Subsidiaries could, at the time such Investment is made, be incurred at that time by Holly Energy Partners and its Restricted Subsidiaries under the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under “— Certain Covenants — Incurrence of Indebtedness and Issuance of Disqualified Equity;” and
	(3) such Unrestricted Subsidiary’s or Joint Venture’s activities are not outside the scope of the Permitted Business.

	(1) any Investment in Holly Energy Partners or in a Restricted Subsidiary of Holly Energy Partners;
	(2) any Investment in Cash Equivalents;
	(3) any Investment by Holly Energy Partners or any Restricted Subsidiary of Holly Energy Partners in a Person, if as a result of such Investment:

	(a) such Person becomes a Restricted Subsidiary of Holly Energy Partners and a Guarantor; or

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	(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Holly Energy Partners or a Restricted Subsidiary of Holly Energy Partners that is a Guarantor;

	(4) any Investment made as a result of the receipt of non-cash consideration from:

	(a) an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption “— Repurchase at the Option of Holders — Asset Sales;” or
	(b) pursuant to clause (7) of the items deemed not to be Asset Sales under the definition of “Asset Sale;”

	(5) any Investment in any Person solely in exchange for the issuance of Equity Interests (other than Disqualified Equity) of Holly Energy Partners;
	(6) any Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary course of business of Holly Energy Partners or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer, or as a result of a foreclosure by Holly Energy Partners or any of its Restricted Subsidiaries with respect to any secured Investment in default; or (B) litigation, arbitration or other disputes with Persons who are not Affiliates;
	(7) Investments represented by Hedging Obligations permitted to be incurred;
	(8) loans or advances to employees made in the ordinary course of business of Holly Energy Partners or any Restricted Subsidiary of Holly Energy Partners in an aggregate principal amount not to exceed $1.0 million at any one time outstanding;
	(9) repurchases of the notes;
	(10) any Investments in prepaid expenses, negotiable instruments held for collection and lease, utility, workers’ compensation and performance and other similar deposits and prepaid expenses made in the ordinary course of business;
	(11) Permitted Business Investments; and
	(12) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (12) that are at the time outstanding not to exceed the greater of (a) $25 million and (b) 5% of Holly Energy Partners’ Consolidated Net Tangible Assets.

	(1) Liens securing any Indebtedness under any of the Credit Facilities and all Obligations and Hedging Obligations relating to such Indebtedness;
	(2) Liens in favor of Holly Energy Partners or the Guarantors;
	(3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Holly Energy Partners or any Subsidiary of Holly Energy Partners; provided that such Liens were in existence prior to such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Holly Energy Partners or the Subsidiary;
	(4) Liens on property existing at the time of acquisition of the property by Holly Energy Partners or any Restricted Subsidiary of Holly Energy Partners; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;
	(5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

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	(6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant entitled “— Certain Covenants — Incurrence of Indebtedness and Issuance of Disqualified Equity” covering only the assets acquired with or financed by such Indebtedness;
	(7) Liens existing on the date of the Indenture (other than Liens securing the Credit Facilities);
	(8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;
	(9) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business;
	(10) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;
	(11) Liens created for the benefit of (or to secure) the notes (or the Note Guarantees);
	(12) Liens on any property or asset acquired, constructed or improved by Holly Energy Partners or any of its Restricted Subsidiaries (a “Purchase Money Lien”), which (a) are in favor of the seller of such property or assets, in favor of the Person developing, constructing, repairing or improving such asset or property, or in favor of the Person that provided the funding for the acquisition, development, construction, repair or improvement cost, as the case may be, of such asset or property, (b) are created within 360 days after the acquisition, development, construction, repair or improvement, (c) secure the purchase price or development, construction, repair or improvement cost, as the case may be, of such asset or property in an amount up to 100% of the Fair Market Value of such acquisition, construction or improvement of such asset or property, and (d) are limited to the asset or property so acquired, constructed or improved (including the proceeds thereof, accessions thereto and upgrades thereof);
	(13) Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Joint Venture owned by Holly Energy Partners or any Restricted Subsidiary of Holly Energy Partners to the extent securing Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary or Joint Venture otherwise permitted by the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under “— Certain Covenants — Incurrence of Indebtedness and Issuance of Disqualified Equity;”
	(14) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of Holly Energy Partners or any of its Restricted Subsidiaries on deposit with or in possession of such bank;
	(15) Liens to secure performance of Hedging Obligations of Holly Energy Partners or any of its Restricted Subsidiaries;
	(16) Liens on pipelines or pipeline facilities that arise by operation of law;
	(17) Liens incurred in the ordinary course of business of Holly Energy Partners or any Subsidiary of Holly Energy Partners with respect to obligations that do not exceed $10.0 million at any one time outstanding;
	(18) Liens in favor of Alon USA, L.P. and/or its Affiliates pursuant to a mortgage and deed of trust entered into pursuant to the Contribution Agreement which secures certain rights pursuant to the pipelines and terminals agreement also entered into pursuant to the Contribution Agreement and which are subordinated to the Obligations of the Obligors, if any, under the Credit Agreement and

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	substantially similar Subordinated Liens that are incurred after the date of the Indenture to secure services with respect to future acquired assets and which do not secure Indebtedness;
	(19) any Lien renewing, extending, refinancing or refunding a Lien permitted by clauses (1) through (18) above; provided that (a) the principal amount of Indebtedness secured by such Lien does not exceed the principal amount of such Indebtedness outstanding immediately prior to the renewal, extension, refinance or refund of such Lien, plus all accrued interest on the Indebtedness secured thereby and the amount of all fees, expenses and premiums incurred in connection therewith, and (b) no assets encumbered by any such Lien other than the assets permitted to be encumbered immediately prior to such renewal, extension, refinance or refund are encumbered thereby; and
	(20) Liens relating to the escrow agreement in effect on the date of the Indenture and future escrow arrangements securing Indebtedness incurred in accordance with the Indenture.

	(1) the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);
	(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;
	(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the notes or the Note Guarantees, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the notes or the Note Guarantees, on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and
	(4) such Indebtedness is incurred either by Holly Energy Partners or by the Restricted Subsidiary who is the obligor on or guarantor of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

	(1) with respect to S&P, any of the following categories: AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent successor categories); and
	(2) with respect to Moody’s, any of the following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories).

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	(1) with respect to any date of determination on or after October 1, 2005, the four most recent fiscal quarters of Holly Energy Partners for which internal financial statements are available; and
	(2) with respect to any date of determination prior to October 1, 2005, the most recent fiscal quarters, beginning with the fiscal quarter ended December 31, 2004, for which internal financial statements are available.

	(1) any corporation, association or other business entity (other than a partnership or limited liability company) of which more than 50% of the total voting power of shares of the Voting Stock is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and
	(2) any partnership (whether general or limited) or limited liability company (a) the sole general partner or managing member of which is such Person or a Subsidiary of such Person, or (b) if there are more than a single general partner or member, either (x) the only general partners or managing members of which are such Person or one or more Subsidiaries of such Person (or any combination thereof) or (y) such Person owns or controls, directly or indirectly, a majority of the outstanding general partner interests, member interests or other Voting Stock of such partnership or limited liability company, respectively.

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	(1) has no Indebtedness other than Non-Recourse Debt;
	(2) except as permitted under clauses (3) and (4) of the covenant described above under the caption “— Certain Covenants — Transactions with Affiliates,” is not party to any agreement, contract, arrangement or understanding with Holly Energy Partners or any Restricted Subsidiary of Holly Energy Partners unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Holly Energy Partners or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Holly Energy Partners;
	(3) is a Person with respect to which neither Holly Energy Partners nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and
	(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Holly Energy Partners or any of its Restricted Subsidiaries.

	(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by
	(2) the then outstanding principal amount of such Indebtedness.

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	•	you acquire the new notes in the ordinary course of your business; and
	•	you are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of such new notes.

	•	our “affiliate” within the meaning of Rule 405 under the Securities Act; or
	•	a broker-dealer that acquired outstanding notes directly from us.

	•	in the over-the-counter market;
	•	in negotiated transactions;
	•	through the writing of options on the new notes or a combination of the preceding methods of resale;

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	•	at market prices prevailing at the time of resale; and
	•	at prices related to such prevailing market prices or negotiated prices.

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	•	the Annual Report on Form 10-K of Holly Energy Partners, L.P. for the year ended December 31, 2004, as filed with the SEC on February 24, 2005;
	•	the Quarterly Report on Form 10-Q of Holly Energy Partners, L.P. for the quarter ended March 31, 2005, as filed with the SEC on May 5, 2005; and
	•	the Current Reports on Form 8-K of Holly Energy Partners, L.P. as filed with the SEC on March 4, 2005, June 15, 2005, June 30, 2005, July 8, 2005, July 12, 2005 and July 27, 2005.

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	•	DTC has received your instructions to tender your Outstanding Notes; and
	•	You agree to be bound by the terms of this Letter of Transmittal.

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	a. the New Notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of business of the undersigned, whether or not you are the holder;
	b. you have no arrangement or understanding with any person to participate in the distribution of Outstanding Notes or New Notes within the meaning of the Securities Act;
	c. you are not an “affiliate,” as such term is defined under Rule 405 promulgated under the Securities Act, of the Issuers;
	d. if you are not a broker-dealer, that you are not engaged in, and do not intend to engage in, the distribution of the New Notes; and
	e. if you are a broker-dealer, that you will receive the New Notes for your own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities and that you acknowledge that you will deliver a prospectus in connection with any resale of such New Notes.

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A-5

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ITEM 20.	INDEMNIFICATION OF DIRECTORS AND OFFICERS

	•	the general partner;
	•	any departing general partner;
	•	any person who is or was an affiliate of the general partner of our general partner or any departing general partner;
	•	any person who is or was a member, partner, officer, director, employee, agent, or trustee of any entity described above; or
	•	any person designated by the general partner of our general partner.

ITEM 21.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

	See the Exhibit Index.

	None.

	None.

ITEM 22.	UNDERTAKINGS

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	(1) that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of any employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(2) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
	(3) to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the Registration Statement when it became effective.

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	HOLLY ENERGY PARTNERS, L.P.

	By:	HEP Logistics Holdings, L.P., its general partner
	By:	Holly Logistic Services, L.L.C., its general partner
	By:	/s/ Matthew P. Clifton

	Name: Matthew P. Clifton
	Title:   Chairman of the Board and
	Chief Executive Officer

Signature				Title		Date
/s/ Matthew P. Clifton   Matthew P. Clifton				Chairman of the Board & Chief Executive Officer of Holly Logistic Services, L.L.C. (Principal Executive Officer)		July 28, 2005
/s/ Stephen J. McDonnell   Stephen J. McDonnell				Vice President and Chief Financial Officer of Holly Logistic Services, L.L.C. (Principal Financial Officer)		July 28, 2005

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Signature				Title		Date
/s/ P. Dean Ridenour   P. Dean Ridenour				Director, Vice President and Chief Accounting Officer of Holly Logistic Services, L.L.C. (Principal Accounting Officer)		July 28, 2005
/s/ Lamar Norsworthy   Lamar Norsworthy				Director of Holly Logistic Services, L.L.C.		July 28, 2005
/s/ Charles M. Darling, IV   Charles M. Darling, IV				Director of Holly Logistic Services, L.L.C.		July 28, 2005
/s/ Jerry W. Pinkerton   Jerry W. Pinkerton				Director of Holly Logistic Services, L.L.C.		July 28, 2005
/s/ William P. Stengel   William P. Stengel				Director of Holly Logistic Services, L.L.C.		July 28, 2005

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	HOLLY ENERGY FINANCE CORP.

	By:	/s/ Matthew P. Clifton

	Name: Matthew P. Clifton
	Title:   Director, President and
	Chief Executive Officer

Signature				Title		Date
/s/ Matthew P. Clifton   Matthew P. Clifton				Director, President & Chief Executive Officer (Principal Executive Officer)		July 28, 2005
/s/ Stephen J. McDonnell   Stephen J. McDonnell				Director, Vice President & Chief Financial Officer (Principal Financial Officer)		July 28, 2005
/s/ P. Dean Ridenour   P. Dean Ridenour				Director, Vice President & Chief Accounting Officer (Principal Accounting Officer)		July 28, 2005

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	HEP LOGISTICS GP, L.L.C.

	By:	Holly Energy Partners, L.P., its sole member
	By:	HEP Logistics Holdings, L.P., its general partner
	By:	Holly Logistic Services, L.L.C., its general partner
	By:	/s/ Matthew P. Clifton

	Name: Matthew P. Clifton
	Title:   Chairman of the Board and
	Chief Executive Officer

Signature				Title		Date
/s/ Matthew P. Clifton   Matthew P. Clifton				Chairman of the Board & Chief Executive Officer of Holly Logistic Services, L.L.C. (Principal Executive Officer)		July 28, 2005
/s/ Stephen J. McDonnell   Stephen J. McDonnell				Vice President and Chief Financial Officer of Holly Logistic Services, L.L.C. (Principal Financial Officer)		July 28, 2005

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Signature				Title		Date
/s/ P. Dean Ridenour   P. Dean Ridenour				Director, Vice President and Chief Accounting Officer of Holly Logistic Services, L.L.C. (Principal Accounting Officer)		July 28, 2005
/s/ Lamar Norsworthy   Lamar Norsworthy				Director of Holly Logistic Services, L.L.C.		July 28, 2005
/s/ Charles M. Darling, IV   Charles M. Darling, IV				Director of Holly Logistic Services, L.L.C.		July 28, 2005
/s/ Jerry W. Pinkerton   Jerry W. Pinkerton				Director of Holly Logistic Services, L.L.C.		July 28, 2005
/s/ William P. Stengel   William P. Stengel				Director of Holly Logistic Services, L.L.C.		July 28, 2005

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	HOLLY ENERGY PARTNERS — OPERATING, L.P.

	By:	HEP Logistics GP, L.L.C., its general partner
	By:	Holly Energy Partners, L.P., its sole partner
	By:	HEP Logistics Holdings, L.P., its general partner
	By:	Holly Logistic Services, L.L.C., its general partner
	By:	/s/ Matthew P. Clifton

	Name: Matthew P. Clifton
	Title:   Chairman of the Board and
	Chief Executive Officer

Signature				Title		Date
/s/ Matthew P. Clifton   Matthew P. Clifton				Chairman of the Board & Chief Executive Officer of Holly Logistic Services, L.L.C. (Principal Executive Officer)		July 28, 2005
/s/ Stephen J. McDonnell   Stephen J. McDonnell				Vice President and Chief Financial Officer of Holly Logistic Services, L.L.C. (Principal Financial Officer)		July 28, 2005

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Signature				Title		Date
/s/ P. Dean Ridenour   P. Dean Ridenour				Director, Vice President and Chief Accounting Officer of Holly Logistic Services, L.L.C. (Principal Accounting Officer)		July 28, 2005
/s/ Lamar Norsworthy   Lamar Norsworthy				Director of Holly Logistic Services, L.L.C.		July 28, 2005
/s/ Charles M. Darling, IV   Charles M. Darling, IV				Director of Holly Logistic Services, L.L.C.		July 28, 2005
/s/ Jerry W. Pinkerton   Jerry W. Pinkerton				Director of Holly Logistic Services, L.L.C.		July 28, 2005
/s/ William P. Stengel   William P. Stengel				Director of Holly Logistic Services, L.L.C.		July 28, 2005

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	HEP PIPELINE GP, L.L.C.
	HEP REFINING GP, L.L.C
	HEP MOUNTAIN HOME, L.L.C.
	HEP PIPELINE, L.L.C.
	HEP REFINING, L.L.C.
	HEP WOODS CROSS, L.L.C.

	By:	Holly Energy Partners — Operating, L.P., its sole member
	By:	HEP Logistics GP, L.L.C., its general partner
	By:	Holly Energy Partners, L.P., its sole member
	By:	HEP Logistics Holdings, L.P., its general partner
	By:	Holly Logistic Services, L.L.C.., its general partner
	By:	/s/ Matthew P. Clifton

	Name: Matthew P. Clifton
	Title:   Chairman of the Board and
	Chief Executive Officer

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Signature				Title		Date
/s/ Matthew P. Clifton   Matthew P. Clifton				Chairman of the Board & Chief Executive Officer of Holly Logistic Services, L.L.C. (Principal Executive Officer)		July 28, 2005
/s/ Stephen J. McDonnell   Stephen J. McDonnell				Vice President and Chief Financial Officer of Holly Logistic Services, L.L.C. (Principal Financial Officer)		July 28, 2005
/s/ P. Dean Ridenour   P. Dean Ridenour				Director, Vice President and Chief Accounting Officer of Holly Logistic Services, L.L.C. (Principal Accounting Officer)		July 28, 2005
/s/ Lamar Norsworthy   Lamar Norsworthy				Director of Holly Logistic Services, L.L.C.		July 28, 2005
/s/ Charles M. Darling, IV   Charles M. Darling, IV				Director of Holly Logistic Services, L.L.C.		July 28, 2005
/s/ Jerry W. Pinkerton   Jerry W. Pinkerton				Director of Holly Logistic Services, L.L.C.		July 28, 2005
/s/ William P. Stengel   William P. Stengel				Director of Holly Logistic Services, L.L.C.		July 28, 2005

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	HEP NAVAJO SOUTHERN, L.P.
	HEP PIPELINE ASSETS, LIMITED PARTNERSHIP
	HEP FIN-TEX/ TRUST-RIVER, L.P.

	By:	HEP Pipeline GP, L.L.C., its general partner
	By:	Holly Energy Partners — Operating, L.P., its sole member
	By:	HEP Logistics GP, L.L.C, its general partner
	By:	Holly Energy Partners, L.P., its sole member
	By:	HEP Logistics Holdings, L.P., its general partner
	By:	Holly Logistic Services, L.L.C., its general partner
	By:	/s/ Matthew P. Clifton

	Name: Matthew P. Clifton
	Title:   Chairman of the Board and
	Chief Executive Officer

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Signature				Title		Date
/s/ Matthew P. Clifton   Matthew P. Clifton				Chairman of the Board & Chief Executive Officer of Holly Logistic Services, L.L.C. (Principal Executive Officer)		July 28, 2005
/s/ Stephen J. McDonnell   Stephen J. McDonnell				Vice President and Chief Financial Officer of Holly Logistic Services, L.L.C. (Principal Financial Officer)		July 28, 2005
/s/ P. Dean Ridenour   P. Dean Ridenour				Director, Vice President and Chief Accounting Officer of Holly Logistic Services, L.L.C. (Principal Accounting Officer)		July 28, 2005
/s/ Lamar Norsworthy   Lamar Norsworthy				Director of Holly Logistic Services, L.L.C.		July 28, 2005
/s/ Charles M. Darling, IV   Charles M. Darling, IV				Director of Holly Logistic Services, L.L.C.		July 28, 2005
/s/ Jerry W. Pinkerton   Jerry W. Pinkerton				Director of Holly Logistic Services, L.L.C.		July 28, 2005
/s/ William P. Stengel   William P. Stengel				Director of Holly Logistic Services, L.L.C.		July 28, 2005

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	HEP REFINING ASSETS, L.P.
	By: HEP Refining GP, L.L.C., its general partner

	By:	Holly Energy Partners — Operating, L.P., its sole member

	By: HEP Logistics GP, L.L.C, its general partner
	By: Holly Energy Partners, L.P., its sole member
	By: HEP Logistics Holdings, L.P., its general partner

	By:	Holly Logistic Services, L.L.C., its general partner

	By:	/s/ Matthew P. Clifton

	Name: Matthew P. Clifton
	Title:   Chairman of the Board and
	Chief Executive Officer

Signature				Title		Date
/s/ Matthew P. Clifton   Matthew P. Clifton				Chairman of the Board & Chief Executive Officer of Holly Logistic Services, L.L.C. (Principal Executive Officer)		July 28, 2005

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Signature				Title		Date
/s/ Stephen J. McDonnell   Stephen J. McDonnell				Vice President and Chief Financial Officer of Holly Logistic Services, L.L.C. (Principal Financial Officer)		July 28, 2005
/s/ P. Dean Ridenour   P. Dean Ridenour				Director, Vice President and Chief Accounting Officer of Holly Logistic Services, L.L.C. (Principal Accounting Officer)		July 28, 2005
/s/ Lamar Norsworthy   Lamar Norsworthy				Director of Holly Logistic Services, L.L.C.		July 28, 2005
/s/ Charles M. Darling, IV   Charles M. Darling, IV				Director of Holly Logistic Services, L.L.C.		July 28, 2005
/s/ Jerry W. Pinkerton   Jerry W. Pinkerton				Director of Holly Logistic Services, L.L.C.		July 28, 2005
/s/ William P. Stengel   William P. Stengel				Director of Holly Logistic Services, L.L.C.		July 28, 2005

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Exhibit
Number				Description of Exhibit
	3	.1		First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P. (incorporated by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q of Holly Energy Partners, L.P. for the quarter ended June 30, 2004).
	3	.2		Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P., dated February 28, 2005 (incorporated by reference to Exhibit 3.1 of the Form 8-K Current Report of Holly Energy Partners, L.P. as filed with the Commission on March 4, 2005).
	3	.3		Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P., dated July 6, 2005 (incorporated by reference to Exhibit 3.1 of the Form 8-K Current Report of Holly Energy Partners, L.P. as filed with the Commission on July 12, 2005).
	3	.4*		Certificate of Incorporation of Holly Energy Finance Corp., dated January 23, 2005.
	3	.5*		Bylaws of Holly Energy Finance Corp., dated January 28, 2005.
	4	.1.1		Indenture, dated as of February 28, 2005, among Holly Energy Partners, L.P., Holly Energy Finance Corp., the Guarantors and the Trustee (incorporated by reference to Exhibit 4.1 of the Form 8-K Current Report of Holly Energy Partners, L.P. as filed with the Commission on March 4, 2005).
	4	.1.2		First Supplemental Indenture, dated March 10, 2005, among Holly Energy Partners, L.P., Holly Energy Finance Corp., the Guarantors and the Trustee (incorporated by reference to Exhibit 4.5 of the Quarterly Report on Form 10-Q of Holly Energy Partners, L.P. for the quarter ended March 31, 2005).
	4	.1.3		Second Supplemental Indenture, dated April 27, 2005, among Holly Energy Partners, L.P., Holly Energy Finance Corp., the Guarantors and the Trustee (incorporated by reference to Exhibit 4.6 of the Quarterly Report on Form 10-Q of Holly Energy Partners, L.P. for the quarter ended March 31, 2005).
	4	.2		Form of 61/4% Senior Note due 2015 (included as Exhibit A to Indenture filed as Exhibit 4.1.1 hereto) (incorporated by reference to Exhibit 4.2 of the Form 8-K Current Report of Holly Energy Partners, L.P. as filed with the Commission on March 4, 2005).
	4	.3		Form of Notation of Guarantee (included as Exhibit E to Indenture filed as Exhibit 4.1.1 hereto) (incorporated by reference to Exhibit 4.3 of the Form 8-K Current Report of Holly Energy Partners, L.P. as filed with the Commission on March 4, 2005).
	4	.4		Registration Rights Agreement dated February 28, 2005 among the Holly Energy Partners, L.P., Holly Energy Finance Corp. and the Initial Purchasers named therein (incorporated by reference to Exhibit 4.4 of the Form 8-K Current Report of Holly Energy Partners, L.P. as filed with the Commission on March 4, 2005)
	4	.5		Registration Rights Agreement dated June 28, 2005 among Holly Energy Partners, L.P., Holly Energy Finance Corp. and the Initial Purchasers named therein (incorporated by reference to Exhibit 4.3 of the Form 8-K Current Report of Holly Energy Partners, L.P. as filed with the Commission on June 30, 2005)
	5	.1*		Opinion of Vinson & Elkins L.L.P. regarding the validity of the securities being registered.
	8	.1		Opinion of Vinson & Elkins L.L.P. regarding tax matters (included as part of Exhibit 5.1).
	10	.1		Credit Agreement, dated as of July 7, 2004, among HEP Operating Company, L.P., as borrower, the financial institutions party to this agreement, as banks, Union Bank of California, N.A., as administrative agent and sole lead arranger, Bank of America, National Association, as syndication agent, and Guaranty Bank, as documentation agent (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q of Holly Energy Partners, L.P. for its quarterly period ended June 30, 2004, File No. 1-32225).
	10	.2		Pledge Agreement, dated as of July 13, 2004 (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q of Holly Energy Partners, L.P. for its quarterly period ended June 30, 2004, File No. 1-32225).

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Exhibit
Number				Description of Exhibit
	10	.3		Consent and Agreement, entered into as of July 13, 2004 (incorporated by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q of Holly Energy Partners, L.P. for its quarterly period ended June 30, 2004, File No. 1-32225).
	10	.4		Guaranty Agreement, dated as of July 13, 2004 (incorporated by reference to Exhibit 10.4 of Quarterly Report on Form 10-Q of Holly Energy Partners, L.P. for its quarterly period ended June 30, 2004, File No. 1-32225).
	10	.5		Security Agreement, dated as of July 13, 2004 (incorporated by reference to Exhibit 10.5 of the Quarterly Report on Form 10-Q of Holly Energy Partners, L.P. for its quarterly period ended June 30, 2004, File No. 1-32225).
	10	.6		Form of Mortgage, Deed of Trust, Security Agreement, Assignment of Rents and Leases, Fixture Filing and Financing Statement, dated July 13, 2004 (incorporated by reference to Exhibit 10.6 of the Quarterly Report on Form 10-Q of Holly Energy Partners, L.P. for its quarterly period ended June 30, 2004, File No. 1-32225).
	10	.7		Omnibus Agreement, effective as of July 13, 2004, among Holly Corporation, Navajo Pipeline Co., L.P., Holly Logistic Services, L.L.C. , HEP Logistics Holdings, L.P., Holly Energy Partners, L.P., HEP Logistics GP, L.L.C. and HEP Operating Company, L.P. (incorporated by reference to Exhibit 10.7 of the Quarterly Report on Form 10-Q of Holly Energy Partners, L.P. for its quarterly period ended June 30, 2004, File No. 1-32225).
	10	.8		Pipelines and Terminals Agreement, dated July 13, 2004, by and among Holly Corporation, Navajo Refining Company, L.P., Holly Refining and Marketing Company, Holly Energy Partners, L.P., HEP Operating Company, L.P., HEP Logistics Holdings, L.P., Holly Logistic Services, L.L.C., and HEP Logistics GP, L.L.C. (incorporated by reference to Exhibit 10.8 of the Quarterly Report on Form 10-Q of Holly Energy Partners, L.P. for its quarterly period ended June 30, 2004, File No. 1-32225).
	10	.9+		Holly Energy Partners, L.P. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.9 of the Quarterly Report on Form 10-Q of Holly Energy Partners, L.P. for its quarterly period ended June 30, 2004, File No. 1-32225).
	10	.10+		Holly Logistic Services, L.L.C. Annual Incentive Plan (incorporated by reference to Exhibit 10.10 of the Quarterly Report on Form 10-Q of Holly Energy Partners, L.P. for its quarterly period ended June 30, 2004, File No. 1-32225).
	10	.11+		Form of Director Restricted Unit Agreement (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of Holly Energy Partners, L.P. dated November 15, 2004, File No. 1-32225).
	10	.12+		Form of Employee Restricted Unit Agreement (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K of Holly Energy Partners, L.P. dated November 15, 2004, File No. 1-32225).
	10	.13		Contribution Agreement, dated January 25, 2005, by and among Holly Energy Partners, L.P., Holly Energy Partners — Operating, L.P., T&R Assets, Inc., Fin-Tex Pipe Line Company, Alon USA Refining, Inc., Alon Pipeline Assets, LLC, Alon Pipeline Logistics, LLC, Alon USA, Inc., and Alon USA, L.P. (incorporated by reference to Exhibit 2.1 of the Form 8-K Current Report of Holly Energy Partners, L.P. dated January 25, 2005).
	10	.14		Pipelines and Terminals Agreement, dated February 28, 2005, among the Partnership and Alon USA, LP (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report of Holly Energy Partners, L.P. dated February 28, 2005).
	10	.15		Form of Mortgage and Deed of Trust (Oklahoma) (incorporated by reference to Exhibit 10.2 of the Form 8-K Current Report of Holly Energy Partners, L.P. dated February 28, 2005).
	10	.16		Form of Mortgage and Deed of Trust (Texas) (incorporated by reference to Exhibit 10.3 of the Form 8-K Current Report of Holly Energy Partners, L.P. dated February 28, 2005).
	10	.17		Consent, Waiver and Amendment No. 2, dated February 28, 2005, among OLP, the existing guarantors identified therein, Union Bank of California, N.A., as administrative agent, and certain other lending institutions identified therein (incorporated by reference to Exhibit 10.4 of the Form 8-K Current Report of Holly Energy Partners, L.P. dated February 28, 2005).

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Table of Contents

Exhibit
Number				Description of Exhibit
	10	.18		Purchase and Sale Agreement, dated July 6, 2005 by and among Holly Corporation, Navajo Pipeline Co., L.P., Navajo Refining Company, L.P., Holly Energy Partners, L.P., Holly Energy Partners — Operating, L.P. and HEP Pipeline, L.L.C. (incorporated by reference to Exhibit 2.1 of the Form 8-K Current Report of Holly Energy Partners, L.P. as filed with the Commission on July 12, 2005).
	10	.19		Pipelines Agreement, dated July 8, 2005, among Holly Energy Partners, L.P., Holly Energy Partners — Operating, L.P., Holly Corporation, HEP Pipeline, L.L.C., Navajo Refining Company, L.P., HEP Logistics Holdings, L.P., Holly Logistic Services, L.L.C. and HEP Logistics GP, L.L.C. (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report of Holly Energy Partners, L.P. as filed with the Commission on July 12, 2005).
	10	.20		Mortgage and Deed of Trust, dated July 8, 2005, by HEP Pipeline, L.L.C. for the benefit of Holly Corporation (incorporated by reference to Exhibit 10.2 of the Form 8-K Current Report of Holly Energy Partners, L.P. as filed with the Commission on July 12, 2005).
	10	.21		Consent and Amendment No. 4, dated July 8, 2005, among Holly Energy Partners, L.P., Union Bank of California, N.A., as administrative agent, and certain other lending institutions identified therein (incorporated by reference to Exhibit 10.3 of the Form 8-K Current Report of Holly Energy Partners, L.P. as filed with the Commission on July 12, 2005).
	10	.22		Registration Rights Agreement, dated July 8, 2005, among Holly Energy Partners, L.P., Fiduciary/ Claymore MLP Opportunity Fund, Perry Partners, L.P., Structured Finance Americas, LLC, Kayne Anderson MLP Investment Company and Kayne Anderson Energy Total Return Fund, Inc. (incorporated by reference to Exhibit 4.1 of the Form 8-K Current Report of Holly Energy Partners, L.P. as filed with the Commission on July 12, 2005).
	12	.1*		Computation of Ratio of Earnings to Fixed Charges.
	21	.1*		Subsidiaries of Holly Energy Partners, L.P.
	23	.1*		Consent of Ernst & Young LLP.
	23	.2		Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1)
	24	.1		Power of Attorney (included in the signature pages of this Registration Statement).
	25	.1*		Statement of Eligibility on Form T-1 of U.S. Bank National Association
	99	.1		Letter of Transmittal (included as Annex A to the Prospectus).

*	Filed herewith.
+	Constitutes management contracts or compensatory contracts or arrangements.