ASSIGNMENT AND ASSUMPTION AGREEMENT (Tulsa Equipment and Throughput Agreement)

Exhibit 10.29

ASSIGNMENT AND ASSUMPTION AGREEMENT

(Tulsa Equipment and Throughput Agreement)

This Assignment and Assumption Agreement (the “ Agreement ”) is effective as of 12:01 a.m., Eastern time, on January 1, 2011 (the “ Effective Time ”) by and between Holly Refining & Marketing-Tulsa, LLC, a Delaware limited liability company (“ Assignor ”), and Holly Refining & Marketing Company LLC, a Delaware limited liability company (“ Assignee ”). Assignor and Assignee are referred to herein collectively as the “ Parties ”.

RECITALS

Assignor desires to assign to Assignee and Assignee desires to assume that certain Tulsa Equipment and Throughput Agreement, dated August 1, 2009, and as amended by the Amendment to the Tulsa Equipment and Throughput Agreement, dated December 9, 2010, by and among Assignor and HEP Tulsa LLC (the “ Throughput Agreement ”). Capitalized terms used herein but not otherwise defined herein shall have the meanings given to them in the Throughput Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

ASSIGNMENT

1.  Assignment . Assignor hereby assigns all of its right, title and interest in and to the Throughput Agreement to Assignee.

2.  Assumption . Assignee hereby assumes and agrees to be solely responsible for the payment, performance and discharge when due of all liabilities and obligations of Assignor arising pursuant to the Throughput Agreement.

3.  Guaranty by Holly . Holly Corporation (“ Holly ”) hereby acknowledges and agrees