Second Amendment to Eighth Amended and Restated Master Throughput Agreement, by and between HF Sinclair Refining & Marketing LLC and Holly Energy Partners Operating, L.P., dated as of December 22, 2022

    This Second Amendment to Eighth Amended and Restated Master Throughput Agreement (this “Amendment”) is entered into on December 22, 2022, to be effective as of March 14, 2022 (the “Second Amendment Effective Date”) by and between:

1.HF Sinclair Refining & Marketing LLC, a Delaware limited liability company (“HFRM”), and

2.Holly Energy Partners – Operating, L.P., a Delaware limited partnership (“HEP Operating”).

Each of HFRM and HEP Operating are individually referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS, HFRM and HEP Operating are parties to that certain Eighth Amended and Restated Master Throughput Agreement, effective as of March 14, 2022 (as amended by the First Amendment, dated October 28, 2022, and as further amended from time to time, the “Agreement”); and

WHEREAS, the Parties desire to amend the Agreement to, among other things, add additional Sinclair Assets (as defined in this Amendment) and the tariffs applicable thereto.

NOW, THEREFORE, in consideration of the covenants and obligations contained herein, the Parties hereby agree as follows:

1.1.Amendment to Table of Contents. The Table of Contents of the Agreement is hereby amended by adding “Exhibit R-4 – Sinclair Refined Product Storage Tanks” to the end of the exhibit list.

1.2.Amendments to Exhibit A

a.Exhibit A of the Agreement is hereby amended by adding the following definitions:

““Boise Summer Grade Storage Tanks” has the meaning set forth in Exhibit R-4.”

““Denver Summer Grade Storage Tanks” has the meaning set forth in Exhibit R-4.”

““Kaneb Pipeline” has the meaning set forth in Exhibit R-1.”

““Parco Product Tanks” has the meaning set forth in Exhibit R-4.”

““Sinclair Bairoil Pipeline” has the meaning set forth in Exhibit R-1.”

““Sinclair Beaver Creek Pipeline” has the meaning set forth in Exhibit R-1.”

““Sinclair Refined Product Storage Tanks” means collectively, (a) the Boise Summer Grade Storage Tanks, (b) the Denver Summer Grade Storage Tanks and (c) the Parco Product Tanks.”

““Sinclair Salvation Pipeline” has the meaning set forth in Exhibit R-1.”

““Sinclair Sand Draw Pipeline” has the meaning set forth in Exhibit R-1.”

b.Exhibit A of the Agreement is hereby amended by amending and restating the definition of “Sinclair Assets” as follows:

““Sinclair Assets” means collectively, (a) the Sinclair Pipelines, (b) the Sinclair Refined Products Terminals, (c) the Sinclair Crude Storage Tanks, (d) the Sinclair Crude Offloading Racks and (e) the Sinclair Refined Product Storage Tanks.”

c.Exhibit A of the Agreement is hereby amended by amending and restating the definition of “Sinclair Crude Oil Pipelines” as follows:

““Sinclair Crude Oil Pipelines” means collectively, (a) the Sinclair Pathfinder and 10” Pipeline, (b) the Sinclair Pathfinder Pumpover Pipeline, (c) the Sinclair Guernsey to Casper Pipeline, (d) the Sinclair Guernsey to Parco Refinery Pipeline, (e) the Sinclair Bairoil Pipeline, (f) the Sinclair Beaver Creek Pipeline, (g) the Sinclair Sand Draw Pipeline and (h) the Sinclair Salvation Pipeline.”

d.Exhibit A of the Agreement is hereby amended by amending and restating the definition of “Sinclair Refined Products Pipelines” as follows:

““Sinclair Refined Products Pipelines” means, collectively, (a) the Sinclair Medicine Bow Pipeline, (b) the Sinclair Olathe Pipeline, (c) the Sinclair Montrose Pipeline (d) the Sinclair Chase Connection Pipeline and (e) the Kaneb Pipeline.”

1.3.Amendments to Exhibit C.

a.The rows on Exhibit C of the Agreement relating to the Sinclair Crude Oil Pipelines and the Sinclair Refined Products Pipelines are hereby amended and restated in their entirety to read as set forth on Exhibit A of this Amendment.

b.Exhibit C of the Agreement is hereby amended to add the rows relating to the Sinclair Refined Product Storage Tanks set on Exhibit A of this Amendment.

1.4.Amendment to Exhibit D. Exhibit D of the Agreement is hereby amended to add the rows relating to the Sinclair Refined Product Storage Tanks set forth on Exhibit B of this Amendment.

1.5.Amendments to Exhibit R.

a.The table on Exhibit R-1 of the Agreement is hereby amended and restated in its entirety to read as set forth on Exhibit C of this Amendment.

b.Exhibit R of the Agreement is hereby amended by adding Exhibit R-4 to the Agreement as set forth on Exhibit D of this Amendment.

2.1.Counterparts. This Amendment may be executed in counterparts each of which shall be deemed an original. An executed counterpart of this Amendment transmitted by facsimile shall be equally as effective as a manually executed counterpart.

2.2.Successors and Assigns. Section 13.2 of the Agreement is hereby incorporated by reference into this Section 2.2, mutatis mutandis.

2.3.Entire Agreement. The Agreement, as amended by this Amendment, contains the entire agreement between the Parties as to the subject matter of the Agreement and, except as provided for in this Amendment, the terms and provisions of the Agreement shall remain in full force and effect as originally written.

IN WITNESS WHEREOF, the undersigned Parties have executed this Amendment as of the date first written above to be effective as of the Second Amendment Effective Date.

(a) Notwithstanding anything to the contrary in this Agreement, HEP Operating does not commit to provide dedicated tankage for summer grade gasoline to HFRM, and HFRM acknowledges that summer grade gasoline stored pursuant to this Agreement may be commingled with other like grades, provided, however, that HEP Operating agrees to separate gasoline grades with different seasonal specifications in order to avoid contamination.

(b) HEP Operating agrees to track inventory volume separate for seasonal storage of Refined Products to enable accurate billing for the Minimum Throughput Commitment.

(c) HEP Operating and HFRM acknowledge and agree that the Parties may store Refined Products other than summer grade gasoline in the Sinclair Refined Product Storage Tanks, as the Parties may mutually determine from time to time.