0000950123-09-051674 Sample Contracts

REGISTRATION RIGHTS AND TRANSFER RESTRICTION AGREEMENT
Registration Rights and Transfer Restriction Agreement • October 21st, 2009 • Holly Energy Partners Lp • Pipe lines (no natural gas) • Utah

This Registration Rights and Transfer Restriction Agreement (the “Agreement”) is made and entered into as of this 19th day of October, 2009 by and among Holly Energy Partners, L.P., a Delaware limited partnership (the “Company”), and Sinclair Tulsa Refining Company, a Wyoming corporation (the “Holder”).

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ASSET SALE AND PURCHASE AGREEMENT by and between HOLLY REFINING & MARKETING- TULSA LLC, HEP TULSA LLC and SINCLAIR TULSA REFINING COMPANY Dated: October 19, 2009
Asset Sale and Purchase Agreement • October 21st, 2009 • Holly Energy Partners Lp • Pipe lines (no natural gas) • Utah

THIS ASSET SALE AND PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 19th day of October, 2009 (the “Effective Date”) by and between HOLLY REFINING & MARKETING-TULSA LLC, a limited liability company organized and existing under the laws of Delaware (“Holly Tulsa” or a “Buyer”), HEP TULSA LLC, a limited liability company organized and existing under the laws of Delaware (“HEP Tulsa,” or a “Buyer” and together with Holly Tulsa, the “Buyers”), and SINCLAIR TULSA REFINING COMPANY, a corporation organized and existing under the laws of the State of Wyoming (the “Seller”). The Seller and the Buyers are referred to individually as a “Party” and collectively as the “Parties.”

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