SEVENTH AMENDED AND RESTATED OMNIBUS AGREEMENTamongHOLLYFRONTIER CORPORATIONHOLLY ENERGY PARTNERS, L.P.andCERTAIN OF THEIR RESPECTIVE SUBSIDIARIESOmnibus Agreement • August 9th, 2012 • HollyFrontier Corp • Petroleum refining
TERMINATION OF OPTION AGREEMENTTermination of Option Agreement • August 9th, 2012 • HollyFrontier Corp • Petroleum refining
This TERMINATION OF OPTION AGREEMENT (this “Termination”), dated as of July 12, 2012, is entered into by and between HollyFrontier Corporation (as successor-in-interest to Holly Corporation), a Delaware corporation (“HFC”), HEP UNEV Pipeline LLC (f/k/a Holly UNEV Pipeline Company), a Delaware limited liability company (“HEP UNEV”), Holly Energy Partners – Operating, L.P., a Delaware limited partnership (“HEP-Operating”), Navajo Pipeline Co., L.P., a Delaware limited partnership, Holly Logistic Services, L.L.C., a Delaware limited liability company, HEP Logistics Holdings, L.P., a Delaware limited partnership, Holly Energy Partners, L.P., a Delaware limited partnership (“HEP”) and HEP Logistics GP, L.L.C., a Delaware limited liability company. The above-named entities are sometimes referred to in this Termination collectively as the “Parties.”
by and among HOLLYFRONTIER CORPORATION, as Seller, HEP UNEV HOLDINGS LLC, as Buyer and HOLLY ENERGY PARTNERS, L.P. Dated as of July 12, 2012LLC Interest Purchase Agreement • August 9th, 2012 • HollyFrontier Corp • Petroleum refining
Exhibits: Exhibit A - Form of Assignment Exhibit B - Form of Amended and Restated Omnibus Agreement Exhibit C - Form of Waiver Exhibit D - Form of LLC Agreement of HEP UNEV Holdings LLC Exhibit E - Form of Amendment to UNEV Pipeline LLC Agreement
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HEP UNEV HOLDINGS LLCLimited Liability Company Agreement • August 9th, 2012 • HollyFrontier Corp • Petroleum refining
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of HEP UNEV HOLDINGS LLC, a Delaware limited liability company (the “Company”), is being entered into on July 12, 2012, by and among the Company, Holly Energy Partners, L.P., a Delaware limited partnership (“HEP”) and HollyFrontier Holdings LLC, a Delaware limited liability company (“HFC Holdings” and, together with HEP, collectively, the “Members”).
LIMITED PARTIAL WAIVER OF INCENTIVE DISTRIBUTION RIGHTS UNDER THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HOLLY ENERGY PARTNERS, L.P.Purchase Agreement • August 9th, 2012 • HollyFrontier Corp • Petroleum refining • Delaware
This Limited Partial Waiver of Incentive Distribution Rights (this “Waiver”) under the First Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P. (the “Partnership”), dated as of July 13, 2004 (and as amended to the date hereof, the “Partnership Agreement”), is hereby adopted on July 12, 2012, by HEP Logistics Holdings, L.P., a Delaware limited partnership (the “General Partner”), in its capacity as general partner of the Partnership and as the holder of all of the Outstanding Incentive Distribution Rights. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
