Second Amendment to Tulsa Refinery Interconnects Term Sheet between Holly Refining & Marketing-Tulsa, LLC and HEP Tulsa LLC

Summary

This amendment updates the original Tulsa Refinery Interconnects Term Sheet between Holly Refining & Marketing-Tulsa, LLC and HEP Tulsa LLC. The main change is extending the reimbursement deadline from March 31, 2011, to December 31, 2011, for the construction of interconnecting facilities and pipelines at the Tulsa Refinery. All other terms of the original agreement remain unchanged. Both parties have agreed to this amendment as of March 31, 2011.

EX-10.1 2 d81122exv10w1.htm EX-10.1 exv10w1

Exhibit 10.1

SECOND AMENDMENT
TO TULSA REFINERY INTERCONNECTS TERM SHEET

This Amendment to Tulsa Refinery Interconnects Term Sheet (this “Amendment”) amends that certain Tulsa Refinery Interconnects Term Sheet, dated as of August 9, 2010 (as amended on December 31, 2010, the “Term Sheet”), between Holly Refining & Marketing-Tulsa, LLC (“Holly Tulsa”) and HEP Tulsa LLC (“HEP Tulsa”) regarding the construction of facilities by HEP Tulsa at Holly Tulsa’s refinery in Tulsa, Oklahoma (the “Tulsa Refinery”), including facilities and pipelines to interconnect the Western and Eastern complexes of the Tulsa Refinery.

The terms of our understanding in principle as set forth in the Term Sheet are hereby modified and amended as follows:

1. The date “March 31, 2011” in the last sentence under the heading “Reimbursement” of the Term Sheet is hereby deleted in its entirety and replaced with “December 31, 2011”.

This Amendment is hereby intended to amend the Term Sheet.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Acknowledged and Agreed this 31st day of March, 2011.


HOLLY REFINING & MARKETING — TULSA LLC
By:	Holly Refining & Marketing Company, its sole member

By:	/s/ David L. Lamp
	David L. Lamp
	President

HEP TULSA LLC
By:	/s/ David G. Blair
	David G. Blair
	President

[Signature Page to Second Amendment To Tulsa Refinery Interconnects Term Sheet]