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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 14, 2022

 

 

HF SINCLAIR CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-03876   87-2092143

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

  (I.R.S. Employer
Identification Number)

 

2828 N. Harwood, Suite 1300   Dallas   Texas   75201
(Address of principal executive offices)       (Zip code)

Registrant’s telephone number, including area code: (214) 871-3555

Hippo Parent Corporation

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to 12(b) of the Securities Exchange Act of 1934:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock $0.01 par value   DINO   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Explanatory Note

On March 14, 2022, HollyFrontier Corporation (“HollyFrontier”) and Holly Energy Partners, L.P. (“HEP”) announced the establishment of HF Sinclair Corporation (f/k/a Hippo Parent Corporation), a Delaware corporation (“HF Sinclair”), as the new parent holding company of HollyFrontier and HEP and their subsidiaries, and the completion of their respective acquisitions of Sinclair Oil Corporation and Sinclair Transportation Company from The Sinclair Companies (“Sinclair HoldCo”). At the effective time of the HFC Merger (as defined in Item 2.01 of this Current Report on Form 8-K (“Current Report”)), HollyFrontier became a wholly-owned subsidiary of HF Sinclair, and HF Sinclair replaced HollyFrontier as the public company trading on the New York Stock Exchange (“NYSE”) under the symbol “DINO.” This Current Report is being filed for the purpose of establishing HF Sinclair as the successor issuer to HollyFrontier pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to disclose certain other matters. Pursuant to Rule 12g-3(a) under the Exchange Act, shares of HF Sinclair common stock, par value $.01 per share (“HF Sinclair Common Stock”), are deemed registered under Section 12(b) of the Exchange act as the common stock of the successor issuer and will begin trading at the start of trading on March 15, 2022 under the symbol “DINO”.

 

Item 1.01

Entry into a Material Definitive Agreement.

Background

As previously announced, on August 2, 2021 HollyFrontier (now a wholly owned subsidiary of HF Sinclair) and HEP entered into a Letter Agreement in connection with the HFC Transactions (as defined in Item 2.01 of this Current Report) and the transactions contemplated by that certain Contribution Agreement, dated August 2, 2021 (as amended on March 14, 2022, the “Contribution Agreement”), by and among Sinclair HoldCo, Sinclair Transportation Company, and HEP (the “HEP Transactions” and together with the HFC Transactions, the “Sinclair Transactions”), pursuant to which, among other things, HollyFrontier and HEP agreed, upon the consummation of the Sinclair Transactions, to enter into amendments to certain of the agreements by and among HEP and its affiliates, on the one hand, and HollyFrontier and its affiliates (other than HEP and its affiliates), on the other hand, to include within the scope of such agreements the assets to be acquired by HEP in the HEP Transactions.

The information set forth in Item 2.01 of this Current Report is hereby incorporated by reference in this Item 1.01.

Eighth Amended and Restated Master Throughput Agreement

On March 14, 2022, Holly Energy Partners - Operating, L.P. (“HEP Operating”), a wholly-owned subsidiary of HEP, HollyFrontier Refining & Marketing LLC (“HFRM”), a wholly-owned subsidiary of HF Sinclair, and Sinclair Oil LLC f/k/a Sinclair Oil Corporation (“Sinclair Oil”), a wholly-owned subsidiary of HF Sinclair, entered into the Eighth Amended and Restated Master Throughput Agreement, effective as March 14, 2022 (the “Eighth Amended and Restated Master Throughput Agreement”). The Eighth Amended and Restated Master Throughput Agreement amends and restates in its entirety the Seventh Amended and Restated Master Throughput Agreement, dated February 8, 2021 and effective as of January 1, 2021, to, among other things, add Sinclair Oil as a shipper thereunder and add the Sinclair Assets (as defined therein) to the coverage thereof. HF Sinclair will guarantee the obligations of HFRM and Sinclair Oil, and HEP will guarantee the obligations of HEP Operating, in each case, under the Eighth Amended and Restated Master Throughput Agreement.

The description of the Eighth Amended and Restated Master Throughput Agreement herein is qualified by reference to the copy thereof filed as Exhibit 10.1 to this Current Report, which is incorporated by reference into this Current Report in its entirety.

Twenty-Second Amended and Restated Omnibus Agreement

On March 14, 2022, HF Sinclair, HEP and certain of their respective subsidiaries entered into the Twenty-Second Amended and Restated Omnibus Agreement, effective as of March 14, 2022 (the “Twenty-Second Amended and Restated Omnibus Agreement”). The Twenty-Second Amended and Restated Omnibus Agreement amends and restates in its entirety the Twenty-First Amended and Restated Omnibus Agreement effective as of January 1, 2021, to, among other things, exempt certain logistics assets acquired by HF Sinclair pursuant to the HFC Transactions from


the restricted business and right of first offer covenants in favor of HEP, as further described therein, to increase the administrative fees due from HEP to HF Sinclair thereunder, as further described therein, to subject the Sinclair Assets to HF Sinclair’s right of first refusal to purchase the HEP’s assets that serve HF Sinclair’s refineries, subject to the limitations provided therein, and to amend the indemnification obligations of HF Sinclair and HEP with respect to the Sinclair Assets, as further described therein.

The description of the Twenty-Second Amended and Restated Omnibus Agreement herein is qualified by reference to the copy thereof filed as Exhibit 10.2 to this Current Report, which is incorporated by reference into this Current Report in its entirety.

Seventh Amended and Restated Master Lease and Access Agreement

On March 14, 2022, certain subsidiaries of HEP and HF Sinclair entered into the Seventh Amended and Restated Master Lease and Access Agreement (the “Seventh Amended and Restated Master Lease and Access Agreement”), effective as of March 14, 2022. The Seventh Amended and Restated Master Lease and Access Agreement amends and restates in its entirety the Sixth Amended and Restated Master Lease and Access Agreement, dated effective as of January 1, 2021, to, among other things, include certain Sinclair Assets in the list of assets comprising the Applicable Assets (as defined therein).

The description of the Seventh Amended and Restated Master Lease and Access Agreement herein is qualified by reference to the copy thereof filed as Exhibit 10.3 to this Current Report, which is incorporated by reference into this Current Report in its entirety.

Assignment and Assumption of Indemnification Agreements

On March 14, 2022, HF Sinclair and HollyFrontier entered into an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), pursuant to which, effective as of the HFC Merger, HollyFrontier assigned to HF Sinclair, and HF Sinclair assumed, all obligations of HollyFrontier under the indemnification agreements between HollyFrontier and its directors, officers and employees (the “Assumed Agreements”). Effective as of the HFC Merger, each of the Assumed Agreements was automatically deemed to be amended as necessary to provide that references to HollyFrontier in such Assumed Agreement will be read to refer to HF Sinclair.

The description of the Assignment and Assumption Agreement herein is qualified by reference to the copy thereof filed as Exhibit 10.4 to this Current Report, which is incorporated by reference into this Current Report in its entirety.

Transition Services Agreement

On March 14, 2022, HF Sinclair and Sinclair HoldCo entered into a Transition Services Agreement (the “Transition Services Agreement”) for each of HF Sinclair and Sinclair HoldCo to provide certain transition services to each other following the closing of the HFC Transactions.

 

Item 2.01

Completion of Acquisition or Disposition of Assets.

On March 14, 2022 (the “Closing Date”), pursuant to that certain Business Combination Agreement, dated as of August 2, 2021 (as amended on March 14, 2022, the “Agreement”), by and among HollyFrontier, HF Sinclair, Hippo Merger Sub, Inc., a wholly-owned subsidiary of HF Sinclair (“Parent Merger Sub”), Sinclair HoldCo, and Hippo Holding LLC, a wholly-owned subsidiary of Sinclair HoldCo (the “Target Company”), HF Sinclair completed its previously announced acquisition of the Target Company by effecting (a) a holding company merger in accordance with Section 251(g) of the Delaware General Corporation Law whereby HollyFrontier merged with and into Parent


Merger Sub, with HollyFrontier surviving such merger as a direct wholly-owned subsidiary of HF Sinclair (the “HFC Merger”) and (b) immediately following the HFC Merger, a contribution whereby Sinclair HoldCo contributed all of the equity interests of the Target Company to HF Sinclair in exchange for shares of HF Sinclair, resulting in the Target Company becoming a direct wholly-owned subsidiary of HF Sinclair (the “HFC Transactions” and, the consummation of the HFC Transactions, the “Closing”). HF Sinclair issued 60,230,036 shares of HF Sinclair Common Stock to Sinclair HoldCo, representing 27% of the pro forma equity of HF Sinclair with a value of approximately $2,149 million based on HollyFrontier’s fully diluted shares of common stock outstanding and closing stock price on March 11, 2022. On the Closing Date, Sinclair HoldCo made a $90.2 million cash payment to HF Sinclair related to estimated working capital adjustments pursuant to the Agreement, which reduced the aggregate transaction value to $2,060 million.

In addition, immediately prior to the Closing of the HFC Transactions on March 14, 2022, HEP completed its previously announced acquisition of Sinclair Transportation Company pursuant to the Contribution Agreement.

The summary description of the terms of the Agreement set forth in HollyFrontier’s Form 8-K filed on August 3, 2021 (the “Signing 8-K”) is incorporated by reference herein.

The Sinclair Transactions were subject to the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and receipt of other required consents and approvals. The applicable waiting period under the HSR Act has expired, which satisfied the applicable closing condition in the Agreement, and all other required consents and approvals were received. In connection with the HFC Transactions, as more fully described in the Signing 8-K and Item 3.03 of this Current Report, each share of common stock of HollyFrontier, par value $.01 per share (“HFC Common Stock”), issued and outstanding immediately prior to the Effective Time (as defined in the Agreement) (other than treasury shares which were cancelled pursuant to the Agreement) was automatically converted into one validly issued, fully paid and nonassessable share of HF Sinclair Common Stock. Further, Sinclair HoldCo contributed to HF Sinclair the equity interests in the Target Company in exchange for 60,230,036 shares of HF Sinclair Common Stock (the “Sinclair Stock Consideration”).

In connection with the HFC Transactions, HF Sinclair will be filing by amendment to this Current Report not later than 71 days after the date on which this Current Report is required to be filed (i) the audited combined consolidated financial statements of the Target Company and Sinclair Transportation Company and their subsidiaries comprised of the balance sheets as of December 31, 2021 and 2020, and the related statements of operations for the years ended December 31, 2021 and 2020 and (ii) the unaudited pro forma condensed combined balance sheet of HF Sinclair as of December 31, 2021, the unaudited pro forma condensed combined statements of operations of HF Sinclair for the year ended December 31, 2021, each of which are incorporated by reference herein.

 

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Prior to the HFC Transactions, the shares of HFC Common Stock were registered pursuant to Section 12(b) of the Exchange Act, and listed on the NYSE. In connection with the HFC Transactions, HF Sinclair assumed HollyFrontier’s listing on the NYSE and changed its name from “Hippo Parent Corporation” to “HF Sinclair Corporation.” The shares of HF Sinclair Common Stock were approved for listing on the NYSE and will begin trading at the start of trading on March 15, 2022, and will trade under the symbol “DINO” with a new CUSIP number 403949 100.

The information set forth in Item 1.01 and Item 5.03 and in Item 8.01 under the heading “Successor Issuer,” describing the succession of HF Sinclair to Exchange Act Section 12(b) and reporting obligations of HollyFrontier is incorporated by reference to this Item 3.01.

In connection with the HFC Merger, on March 14, 2022, HollyFrontier requested that the NYSE file with the U.S. Securities and Exchange Commission (the “Commission”) an application on Form 25 to delist the HFC Common Stock from the NYSE and deregister the HFC Common Stock under Section 12(b) of the Exchange Act. HollyFrontier intends to file a certificate on Form 15 requesting that the HFC Common Stock be deregistered under the Exchange Act and that HollyFrontier’s reporting obligations under Section 15(d) of the Exchange Act be suspended (except to the extent of the succession of HF Sinclair to the Exchange Act Section 12(b) registration and reporting obligations of HollyFrontier as described under the heading “Successor Issuer” in Item 8.01 below).


Item 3.02

Unregistered Sales of Equity Securities.

On the Closing Date, HF Sinclair issued 60,230,036 shares of HF Sinclair Common Stock to Sinclair HoldCo, as consideration in exchange for the contribution of the equity interests in the Target Company to HF Sinclair pursuant to the Agreement as described in Item 2.01 of this Current Report.

HF Sinclair’s issuance of 60,230,036 shares of HF Sinclair Common Stock in connection with the Agreement was not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, as the transaction did not involve any public offering. Subject to certain exceptions, HF Sinclair has agreed to file, within five business days following the Closing Date, a shelf registration statement under the Securities Act, to permit the public resale of all the registrable securities held by Sinclair HoldCo and has agreed to use commercially reasonable efforts to cause such shelf registration statement to be declared effective immediately upon filing.

 

Item 3.03

Material Modification of Rights of Security Holders.

At the Effective Time of the HFC Transactions, each share of HFC Common Stock issued and outstanding immediately prior to the Effective Time (other than treasury shares which were cancelled pursuant to the Agreement) was automatically converted into one validly issued, fully paid and nonassessable share of HF Sinclair Common Stock, having the same designations, rights, powers, and preferences and the qualifications, limitations, and restrictions as a share of HFC Common Stock immediately prior to the Effective Time.

The information set forth in Item 1.01 of the Signing 8-K and Item 5.03 of this Current Report is hereby incorporated by reference in this Item 3.03.

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in the Signing 8-K, on August 2, 2021, in connection with the Agreement, HF Sinclair entered into a stockholders agreement (the “Stockholders Agreement”) by and among HF Sinclair, Sinclair HoldCo and the stockholders of Sinclair HoldCo, which became effective at the Closing.

In connection with the Closing, the number of directors of HF Sinclair will initially be set at 10 and upon the appointment of the Sinclair Directors (as defined below) pursuant to the Stockholders Agreement, it will be increased to 12.

The directors of HF Sinclair and their committee memberships, which are listed below, are identical to the directors of HollyFrontier immediately prior to the HFC Merger, with the exception of Ross B. Matthews and Norman J. Szydlowski who were nominated for service to the HF Sinclair Board of Directors as Sinclair HoldCo designees pursuant to Stockholders Agreement and whose appointment to the Board will be effective as of March 15, 2022 (collectively, the “Sinclair Directors”). Committee appointments for the Sinclair Directors will be determined at a later date.

 

Name

   Age      Independent    AC(1)    CC(2)    NGSR(3)    EHSPP(4)    FC(5)    EXEC(6)

Franklin Myers

     69                        C

Michael C. Jennings

     56                       

Anne-Marie N. Ainsworth

     65                  C      

Anna C. Catalano

     62                       

Leldon E. Echols

     66         FE    C            

Manuel J. Fernandez

     60         C, FE               

R. Craig Knocke

     52                       

Robert J. Kostelnik

     70               C         

James H. Lee

     73                     C   

Michael E. Rose

     75                       

Ross B. Matthews*

     67                       

Norman J. Szydlowski*

     71                       


  (1)

Audit Committee

  (2)

Compensation Committee

  (3)

Nominating, Governance, and Social Responsibility Committee

  (4)

Environmental, Health, Safety and Public Policy

  (5)

Finance Committee

  (6)

Executive Committee

C = Committee Chairperson

FE = Financial Expert

● = Committee Member

*Director, effective as of March 15, 2022.

The Board has previously determined that all of the directors serving on the HollyFrontier Board of Directors immediately prior to the HFC Merger, other than Michael C. Jennings (collectively, the “Independent HFC Directors”), are independent, as defined under applicable SEC rules and regulations and the rules of the NYSE (the “Independence Rules”). The Board has determined in connection with his nomination to the Board as a Sinclair HoldCo designee that Mr. Szydlowski qualifies as an independent director under the Independence Rules. There are no transactions in which the Independent HFC Directors or Mr. Szydlowski has an interest requiring disclosure under item 404(a) of Regulation S-K.

The Board determined that Sinclair Director, Ross B. Matthews, is not independent due to his continued service as Chief Operating Officer of Sinclair HoldCo following the Closing and the fact that members of his immediate family control Sinclair HoldCo, which received more than five percent of HF Sinclair’s Common Stock upon the Closing of the HFC Transactions. As disclosed in the Agreement and the related agreements entered into in connection therewith, including the Stockholders Agreement and in the Transition Services Agreement, there may be ongoing payments to Sinclair HoldCo following the Closing that exceed $120,000 that would constitute related party transactions under Item 404(a) of Regulation S-K.

Certain biographical and other information regarding the Independent HFC Directors is included in the proxy statement for HollyFrontier’s 2021 annual meeting filed with the SEC on March 25, 2021 under the heading “Election of Directors” and is incorporated herein by reference. Certain Biographical information regarding Mr. Jennings is included under the “Executive Officers” heading below.

Certain biographical and other information concerning the Sinclair Directors is set forth below.

Ross B. Matthews. Mr. Matthews currently serves as Chief Operating Officer of Sinclair HoldCo and served as the Chairman and Chief Executive Officer of Sinclair Oil Corporation from October 2009 until the Closing Date. He also served as a Director of Sinclair Oil Corporation from January 2006 until the Closing Date. Mr. Matthews joined Sinclair Oil Corporation in June 2000, initially serving as Vice President of Exploration and Production.

Mr. Matthews brings to the Board significant experience and insight into the development of energy infrastructure through his extensive experience in the oil and gas industry.

Norman J. Szydlowski. Mr. Szydlowski served as President and Chief Executive Officer and Director of SemGroup Corporation from November 2009 until his retirement in June 2014. He also previously served as Chief Executive Officer for Rose Rock Midstream and Colonial Pipeline Company. From 2004 to 2005, Mr. Szydlowski served as the Senior Consultant to the Iraqi Ministry of Oil in Baghdad on behalf of the U.S. Department of Defense (OSD, CPA) and Department of State (Embassy Baghdad). He was a Commissioner on the National Commission on Energy Policy and chaired the Task Force on Biofuels Infrastructure. Mr. Szydlowski co-chaired the Task Force on Ensuring Stable Natural Gas Prices for the Bipartisan Policy Center and was a member of the Working Group, Bipartisan Policy Center Response to The National Commission on the BP Deepwater Horizon Oil Spill and Offshore Drilling Request. From 2002 until 2004, he was Vice President of Refining for Chevron Corporation and he first joined Chevron in 1981.

Additionally, Mr. Szydlowski currently serves as a director of Equitrans Midstream Corporation (“Equitrans”) and he served as a Director of Sinclair Oil Corporation from April 2017 until the Closing Date. Mr. Szydlowski served as a Director of EQT Corporation (“EQT”) from November 2017 until the separation of EQT


and Equitrans in November 2018. He served as a Director of the general partner of 8point3 Energy Partners, LP from June 2015 until its acquisition by Capital Dynamics, Inc. in June 2018. Mr. Szydlowski also served as a Director of the general partner of JP Energy Partners LP from July 2014 through March 2017.

Mr. Szydlowski brings to the Board extensive experience in the oil and gas industry and executive management and board experience with other public companies.

Executive Officers

The executive officers of HF Sinclair and their positions and titles, which are listed below, are identical to the executive officers of HollyFrontier immediately prior to the HFC Merger.

 

Name

  

Age

  

Position

Michael C. Jennings

   56    Chief Executive Officer

Richard L. Voliva III

   44    Executive Vice President and Chief Financial Officer

Timothy Go

   55    President and Chief Operating Officer

Thomas G. Creery

   63    President, Renewables

Vaishali S. Bhatia

   39    Senior Vice President, General Counsel and Secretary

Bruce A. Lerner

   55    President, Lubricants & Specialties

Michael C. Jennings. Mr. Jennings has served as Chief Executive Officer since January 2020. He also served as President from January 2020 to November 2021, as Executive Vice President from November 2019 to December 2019, as Executive Chairperson from January 2016 to January 2017 and as Chief Executive Officer and President from the merger of Holly Corporation (“Holly”) and Frontier in July 2011 to January 2016. He served as Chairperson of the Board from January 2017 to February 2019 and January 2013 to January 2016. Mr. Jennings has served as Chief Executive Officer of Holly Logistics Services, L.L.C. (“HLS”) since January 2020. He previously served as Chief Executive Officer of HLS from January 2014 to November 2016 and as President of HLS from October 2015 to February 2016. Mr. Jennings served as President and Chief Executive Officer of Frontier from 2009 until the merger of Holly and Frontier in July 2011 and as the Executive Vice President and Chief Financial Officer of Frontier from 2005 to 2009.

Mr. Jennings currently serves as a director and Chairperson of the Board of HLS, the general partner of the general partner of HEP. Mr. Jennings served as a director of FTS International, Inc. from January 2019 to November 2020, as a director and Chairperson of the Board of Montage Resources and its predecessor entities from May 2016 to November 2019, and as a director of ION Geophysical Corporation from December 2010 to February 2019. He served as Chairperson of the board of directors of Frontier from 2010 until the merger in July 2011 and served as a director of Frontier from 2008 to July 2011.

Richard L. Voliva III. Mr. Voliva has served as Executive Vice President and Chief Financial Officer since March 2017. He previously served as Senior Vice President, Strategy from June 2016 to March 2017. Mr. Voliva has served as President of HLS since January 2020. He previously served as Executive Vice President and Chief Financial Officer of HLS from March 2017 to January 2020, Senior Vice President and Chief Financial Officer of HLS from July 2016 to March 2017, Vice President and Chief Financial Officer of HLS from October 2015 to July 2016, Vice President, Corporate Development of HLS from February 2015 to October 2015 and Senior Director, Business Development of HLS from April 2014 to February 2015. Prior to joining HLS, Mr. Voliva was an analyst at Millennium Management LLC, an institutional asset manager, from April 2011 to April 2014, an analyst at Partner Fund Management, L.P., a hedge fund, from March 2008 to March 2011 and Vice President, Equity Research at Deutsche Bank from June 2005 to March 2008. Mr. Voliva is a CFA Charterholder.

Timothy Go. Mr. Go has served as President and Chief Operating Officer since November 2021. He served as Executive Vice President and Chief Operating Officer from June 2020 to November 2021. Prior to joining the HollyFrontier, Mr. Go served as Chief Executive Officer of the general partner of Calumet Specialty Products Partners, L.P., an independent producer of specialty hydrocarbon products, from January 2016 to April 2020 and retired from Calumet in June 2020. Prior to joining Calumet, Mr. Go served as Vice President, Operations of Flint


Hills Resources, LP, a wholly-owned subsidiary of Koch Industries, Inc., from July 2012 to September 2015 and as Vice President, Operations Excellence of Flint Hills Resources, LP from June 2011 to July 2013. Mr. Go served as Managing Director, Operations Excellence of Koch Industries, Inc. from August 2008 to 2011. Prior to joining Koch Industries, Mr. Go held various roles of increasing responsibility in downstream operations during his 18 years at ExxonMobil Corporation.

Thomas G. Creery. Mr. Creery has served as President, Renewables since June 2020 and President of HollyFrontier Refining & Marketing LLC since February 2017. He previously served as Senior Vice President, Commercial from January 2016 to March 2021, Vice President, Crude Supply from October 2008 to January 2016 and Vice President, Crude Supply and Planning from January 2006 to October 2008. Prior to joining HollyFrontier, Mr. Creery held various roles at Unocal Corporation for 25 years in a number of locations, including Calgary, Los Angeles, Singapore and Houston.

Vaishali. S. Bhatia. Ms. Bhatia has served as Senior Vice President and General Counsel since November 2019 and Secretary since August 2019. She previously served as Chief Compliance Officer from August 2019 to January 2020, Acting General Counsel from August 2019 to November 2019, Assistant General Counsel from May 2017 to August 2019, Assistant Secretary from May 2012 to August 2019 and Counsel from October 2011 to May 2017. Ms. Bhatia has also served as Senior Vice President and General Counsel of HLS since November 2019 and Secretary of HLS since August 2019. She served as Chief Compliance Officer of HLS from August 2019 to January 2020, Acting General Counsel of HLS from August 2019 to November 2019, Assistant General Counsel of HLS from May 2017 to August 2019, Assistant Secretary of HLS from January 2013 to August 2019 and Counsel of HLS from October 2011 to May 2017. Prior to joining HollyFrontier, Ms. Bhatia was an associate at Jones Day.

Bruce Lerner. Mr. Lerner has served as President, Lubricants & Specialties since June 2020. Prior to joining HollyFrontier, Mr. Lerner served as President and Chief Executive Officer of PeroxyChem, LLC, a manufacturer of persulfates, remediation technologies and adjacent chemistries, from March 2014 to February 2020 and Vice President & Global Business Director, FMC Peroxygens of FMC Corporation from February 2007 to February 2014 when the business unit was divested to become PeroxyChem. Prior to then, Mr. Lerner held various roles at Engelhard Corp. and BASF Corp. Mr. Lerner currently serves on the board of directors of Vishay Precision Group, Inc.

Principal Accounting Officer

Following the HFC Merger, Ms. Indira Agarwal will continue to serve as HF Sinclair’s Vice President, Controller and Chief Accounting Officer. Information regarding Ms. Agarwal is included in HollyFrontier’s Current Report on Form 8-K filed on May 21, 2020 and is incorporated herein by reference.

The information set forth in Item 1.01 of this Current Report under the heading “Assignment and Assumption of Indemnification Agreements” is hereby incorporated by reference in this Item 5.02. Messrs. Matthews and Szydlowski will enter into HF Sinclair’s standard form of indemnification agreement.

 

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Amended and Restated Certificate of Incorporation, and the Amended and Restated Bylaws of HF Sinclair are substantially identical to the Amended and Restated Certificate of Incorporation of HollyFrontier and the Amended and Restated Bylaws of HollyFrontier, in each case, as in effect immediately prior to the Closing, except for the change in the name of the corporation permitted by Section 251(g) of the Delaware General Corporation Law.

The Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of HF Sinclair are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report and are incorporated herein by reference.

 

Item 7.01

Regulation FD Disclosure.

On March 14, 2022, HollyFrontier and HEP issued a joint press release announcing the completion of the Sinclair Transactions. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.


The information provided in this Item 7.01 (including Exhibit 99.1) shall not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by HF Sinclair pursuant to the Securities Act, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.

 

Item 8.01

Other Events.

Successor Issuer

Pursuant to Rule 12g-3(a) of the Exchange Act, HF Sinclair is the successor issuer to HollyFrontier. The shares of HF Sinclair Common Stock are deemed to be registered under Section 12(b) of the Exchange Act, and HF Sinclair is subject to the informational requirements of the Exchange Act, and the rules and regulations promulgated thereunder. HF Sinclair hereby reports this succession in accordance with Rule 12g-3(f) under the Exchange Act.

Description of Equity Securities

The description of HF Sinclair’s common stock provided in Exhibit 4.1, which is incorporated by reference herein, supersedes any prior description of HF Sinclair’s equity securities in any registration statement or report filed with the Commission.

Cautionary Statement Regarding Forward Looking Statements

This communication may contain or incorporate by reference statements or information that are, include or are based on forward-looking statements within the meaning of the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give expectations, intentions, beliefs or forecasts of future events or otherwise for the future, and can be identified by the fact that they relate to future actions, performance or results rather than relating strictly to historical or current facts. Words such as “anticipate(s),” “project(s),” “expect(s),” “plan(s),” “goal(s),” “forecast(s),” “strategy,” “intend(s),” “will,” “should,” “would,” “could,” “believe,” “may,” and variations of such words and other words and expressions of similar meaning are intended to identify such forward-looking statements. However, the absence of such words or other words and expressions of similar meaning does not mean that a statement is not forward-looking.

These forward-looking statements include, but are not limited to, statements regarding the HFC Transactions, pro forma descriptions of the combined companies and their operations, integration and transition plans, synergies, opportunities and anticipated future performance. Forward-looking statements are inherently uncertain and necessarily involve risks that may affect the business prospects and performance of HF Sinclair, and they are not guarantees of future performance. These forward-looking statements are based on assumptions using currently available information and expectations as of the date thereof that HF Sinclair’s management believes are reasonable, but that involve certain risks and uncertainties and may prove inaccurate. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in these statements. Any differences could be caused by a number of factors, including, but not limited to, HF Sinclair’s and HEP’s ability to successfully integrate the operations of Sinclair Oil Corporation and Sinclair Transportation Company, respectively, with their existing operations and fully realize the expected synergies of the Sinclair Transactions or on the expected timeline; risks relating to the value of HF Sinclair Common Stock from sales by the Sinclair holders following the closing of the Sinclair Transactions; HF Sinclair’s ability to successfully integrate the operation of the Puget Sound refinery with its existing operations; the demand for and supply of crude oil and refined products, including uncertainty regarding the effects of the continuing coronavirus (“COVID-19”) pandemic on future demand and increasing societal expectations that companies address climate change; risks and uncertainties with respect to the actions of actual or potential competitive suppliers and transporters of refined petroleum products or lubricant and specialty products in HF Sinclair’s markets; the spread between market prices for refined products and market prices for crude oil; the possibility of constraints on the transportation of refined products or lubricant and specialty products; the possibility of inefficiencies, curtailments or shutdowns in refinery operations or pipelines, whether due to infection in the workforce or in response to reductions in demand; the effects of current and/or future governmental and environmental regulations and policies, including the effects of current and/or future restrictions on various commercial and economic activities in response to the COVID-19 pandemic; the availability and cost of financing to HF Sinclair; the


effectiveness of HF Sinclair’s capital investments and marketing strategies; HF Sinclair’s efficiency in carrying out and consummating construction projects, including HF Sinclair’s ability to complete announced capital projects, such as the construction of the Artesia renewable diesel unit and pretreatment unit, on time and within capital guidance; HF Sinclair’s ability to timely obtain or maintain permits, including those necessary for operations or capital projects; the ability of HF Sinclair to acquire refined or lubricant product operations or pipeline and terminal operations on acceptable terms and to integrate any existing or future acquired operations; the possibility of terrorist or cyberattacks and the consequences of any such attacks; uncertainty regarding the effects and duration of global hostilities and any associated military campaigns which may disrupt crude oil supplies and markets for our refined products and create instability in the financial markets that could restrict our ability to raise capital; general economic conditions, including uncertainty regarding the timing, pace and extent of an economic recovery in the United States; a prolonged economic slowdown due to the COVID-19 pandemic which could result in an impairment of goodwill and/or long-lived asset impairments; and other financial, operational and legal risks and uncertainties detailed from time to time in HF Sinclair’s and HollyFrontier’s Securities and Exchange Commission filings. The forward-looking statements speak only as of the date made and, other than as required by law, HF Sinclair undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

HF Sinclair assumes no, and expressly disclaims any, duty or obligation to update or correct any forward-looking statement as a result of events, changes, effects, states of facts, conditions, circumstances, occurrences or developments subsequent to the date of this communication or otherwise, except as required by law. Readers are advised, however, to consult any further disclosures HF Sinclair makes in its filings with the SEC.


Item 9.01

Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The financial statements required by Item 9.01(a) will be filed with the SEC by amendment to this Current Report not later than 71 days after the date on which this Current Report is required to be filed.

(b) Pro Forma Financial Information.

The financial statements required by Item 9.01(b) will be filed with the SEC by amendment to this Current Report not later than 71 days after the date on which this Current Report is required to be filed.

(d)    Exhibits.

 

Exhibit

    No.    

  

Description

  2.1†    Business Combination Agreement, dated as of August 2, 2021, by and among HollyFrontier Corporation, Hippo Parent Corporation, Hippo Merger Sub, Inc., The Sinclair Companies, and Hippo Holding LLC (incorporated by reference to Exhibit 2.1 of HollyFrontier’s Current Report on Form 8-K filed August 3, 2021, File No. 1-03876).
  3.1*    Amended and Restated Certificate of Incorporation of HF Sinclair Corporation.
  3.2*    Amended and Restated Bylaws of HF Sinclair Corporation.
  4.1*    Description of Common Stock
10.1*    Eighth Amended and Restated Master Throughput Agreement entered into and effective as of March 14, 2022, by and among HollyFrontier Refining & Marketing LLC, Sinclair Oil LLC and Holly Energy Partners - Operating, L.P.
10.2*    Twenty-Second Amended and Restated Omnibus Agreement entered into and effective as of March 14, 2022, by and among HF Sinclair Corporation, Holly Energy Partners, L.P., and certain of their respective subsidiaries.
10.3*    Seventh Amended and Restated Master Lease Agreement entered into and effective as of March 14, 2022, by and among certain subsidiaries of HF Sinclair Corporation and Holly Energy Partners, L.P.
10.4*    Assignment and Assumption Agreement entered into and effective as of March 14, 2022, by and between HollyFrontier Corporation and HF Sinclair Corporation.
10.5†    Stockholders Agreement, dated August 2, 2021 by and among Hippo Parent Corporation, The Sinclair Companies, and the stockholders set forth on Schedule I thereto, as may be amended from time to time (incorporated by reference to Exhibit 10.1 of HollyFrontier’s Current Report on Form 8-K filed August 3, 2021, File No. 1-03876).
10.6    Letter Agreement, dated August 2, 2021 by and among HollyFrontier Corporation and Holly Energy Partners, L.P. (incorporated by reference to Exhibit 10.2 of HollyFrontier’s Current Report on Form 8-K filed August 3, 2021, File No. 1-03876).
99.1**    Press Release, dated as of March 14, 2022.
104*    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*

Filed herewith.

**

Furnished herewith.

Schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    HF SINCLAIR CORPORATION
Date: March 14, 2022     By:  

/s/ Richard L. Voliva III

    Name:   Richard L. Voliva III
    Title:   Executive Vice President and Chief Financial Officer

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

HIPPO PARENT CORPORATION

Hippo Parent Corporation., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The name of the Corporation is Hippo Parent Corporation.

The date of filing its original Certificate of Incorporation with the Secretary of State was July 30, 2021.

2. This Amended and Restated Certificate of Incorporation has been duly adopted and ratified in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, and restates and amends the text of the Certificate of Incorporation as amended, supplemented and restated heretofore, to read in its entirety as follows:

ARTICLE FIRST: The name of the Corporation shall be HF Sinclair Corporation.

ARTICLE SECOND: The address of the registered office of the Corporation in the State of Delaware is at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of the Corporation’s registered agent at that address is The Corporation Trust Company.

ARTICLE THIRD: The Corporation may engage in any lawful activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is Three Hundred Twenty Five Million (325,000,000) shares, of which Five Million (5,000,000) shares having par value of One Dollar ($1.00) each, amounting in the aggregate to Five Million Dollars ($5,000,000), shall be Preferred Stock, and of which Three Hundred Twenty Million (320,000,000) shares having par value of One Cent ($0.01) each, amounting in the aggregate to Three Million Two Hundred Thousand Dollars ($3,200,000), shall be Common Stock.

The designations and the powers, preferences and rights, and the qualifications, limitations and/or restrictions thereof shall be determined as follows:

PREFERRED STOCK, $1.00 par value

Shares of Preferred Stock may be issued from time to time in one or more series, each such series to have such distinctive designation or title as may be fixed by the Board of Directors prior to the issuance of any shares thereof. Each share of any series of Preferred Stock shall be identical with all other shares of such series, except as to the date from which cumulative preferred dividends, if any, shall be cumulative. For each such series, the Board of Directors shall determine, by resolution or resolutions adopted prior to the issuance of any shares thereof, the rights, preferences, limitations and restrictions of shares of such series, including, without limitation, rights, or limitations with respect to voting powers, if any, redemption rights, if any, conversion rights, if any, dividend rights and any preferences on liquidation.

COMMON STOCK, $.01 par value

Subject to any preferences, qualifications, limitations, voting rights and restrictions with respect to each class of the capital stock of the Corporation having any preference or priority over the Common Stock, the holders of the Common Stock shall have and possess all rights appertaining to capital stock of the Corporation.

 

1


No holder of stock of any class of the Corporation shall be entitled as of right to subscribe for, purchase or receive any part of any new or additional shares of stock of any class, whether now or hereafter authorized, or of bonds, debentures or other evidences of indebtedness convertible into or exchangeable for stock, but all such new or additional shares of stock of any class, or bonds, debentures or other evidences of indebtedness convertible into or exchangeable for stock, may be issued and disposed of by the Board of Directors on such terms and for such consideration, so far as may be permitted by law, and to such person or persons as the Board of Directors in its absolute discretion may deem advisable. Except as expressly provided elsewhere in this Article Fourth, no vote of holders of Preferred Stock or Common Stock shall be required in connection with the designation or the issuance of any shares of any series of any Preferred Stock authorized by and complying with the conditions contained herein.

ARTICLE FIFTH: The number of directors of the Corporation shall be fixed time to time by or in the manner provided for in the By-Laws but shall never be less than three. In case of any increase in the number of directors, the additional directors may be elected by the directors then in office or by the stockholders at any annual or special meeting. Election of directors need not be by written ballot.

ARTICLE SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend, and repeal the By-Laws of the Corporation.

The By-Laws may confer powers on the Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred by statute.

ARTICLE SEVENTH: No director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of such director’s duty as a director, except that a director shall remain liable to the extent provided by law (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment or deletion of this Article shall impair the immunity of any person under this Article for any act or omission occurring prior to the effectiveness of such amendment or deletion.

The Corporation shall indemnify to the fullest extent authorized by law (as now or hereafter in effect), and shall advance expenses to, any person made, or threatened to be made, a defendant or witness to any action, suit or proceeding (whether civil or criminal or otherwise) by reason of the fact that he, his testator or intestate, is or was a director or officer of the Corporation, or is or was, at the request of the Corporation, serving any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in any capacity. Nothing contained herein shall affect any rights to indemnification to which employees other than directors and officers may be entitled by law. No amendment or deletion of this Article shall impair the immunity of any person under this Article for any act or omission occurring prior to the effectiveness of such amendment or deletion.

ARTICLE EIGHTH: A director of this Corporation shall not in the absence of fraud be disqualified by his office from dealing or contracting with the Corporation either as a vendor, purchaser, or otherwise, nor in the absence of fraud, shall any transaction or contract of this Corporation be void or voidable or affected by reason of the fact that any director or any firm of which any director is a member or an employee or any corporation of which any director is an officer, director, stockholder, or employee is in any way interested in such transaction or contract, even though the vote of the director or directors having such adverse interest shall have been necessary to obligate the Corporation upon such contract or transaction, and, in the absence of fraud, no director or directors having such adverse interest shall be liable to the Corporation or to any stockholder or creditor thereof or to any other person for any loss incurred by it under or by reason of any such contract or transaction, nor, in the absence of fraud, shall any such director or directors be accountable for any gains or profits realized thereon.

ARTICLE NINTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title

 

2


8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such a matter as the said Court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to reorganization of this Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the Court to which the said application has been made, be binding on all creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

 

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IN WITNESS WHEREOF, said Hippo Parent Corporation has caused this Amended and Restated Certificate of Incorporation to be duly executed by Michael C. Jennings, its Chief Executive Officer, this 14th day of March, 2022.

 

HIPPO PARENT CORPORATION
By:  

/s/ Michael C. Jennings

  Name: Michael C. Jennings
  Title: Chief Executive Officer

[Signature Page to Amended and Restated Certificate of Incorporation of Hippo Parent Corporation]

Exhibit 3.2

AMENDED AND RESTATED BY-LAWS OF

HF SINCLAIR CORPORATION

EFFECTIVE AS OF MARCH 14, 2022

ARTICLE I

OFFICES

The principal office of HF Sinclair Corporation (the “Corporation”) in the State of Delaware shall be in the City of Wilmington, County of New Castle, and the name of the resident agent in charge thereof is The Corporation Trust Company.

The Corporation may, in addition to its principal office in the State of Delaware, establish and maintain an office or offices at such other places as the Board of Directors of the Corporation (the “Board”) may from time to time deem necessary or desirable.

ARTICLE II

STOCKHOLDERS MEETINGS

Section 1. Place of Meetings. The annual meeting of the stockholders for the election of directors and any special meetings of stockholders shall be held at such time and place as shall be stated in the notice of such meeting.

Section 2. Annual Meetings.

(a) The annual meeting of the stockholders for the election of directors and for the transaction of any other business properly presented for action at such meeting shall be held on the second Thursday in May of each year or on such other day as may be fixed by resolution of the Board; provided, however, that if the Board deems it impracticable to hold the meeting on the date originally determined, such annual meeting of the stockholders shall be held as soon as practicable after such date on a date to be specified in a resolution of the Board.

(b) An annual meeting of the stockholders may be adjourned by the Chairman (or other presiding officer at an annual meeting of the stockholders) for any reason (including, if the Chairman or other presiding officer determines that it would be in the best interests of the Corporation to extend the period of time for the solicitation of proxies) from time to time and place to place until the Chairman or other presiding officer shall determine that the business to be conducted at the meeting is completed, which determination shall be conclusive.

(c) At an annual meeting of the stockholders, only such business shall be conducted, and only such proposals shall be acted upon, as shall have been brought before the annual meeting of the stockholders (i) by, or at the direction of, the Board or (ii) by any stockholder of the Corporation who complies with the notice procedures set forth in this Section 2 or, with respect to the election of directors, Article III, Section 12 of these By-Laws (and, as applicable with respect to a Proxy Access Notice, Section 2(d) of these By-Laws). For a proposal to be properly brought before an annual meeting of the stockholders by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice for a stockholder proposal (other than a director nomination) must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than 90 days nor more


than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders of the Corporation; provided, however, if no annual meeting of the stockholders was held in the previous year, or if the date of the applicable annual meeting of the stockholders has been changed by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, a stockholder’s notice for a stockholder proposal (other than a director nomination) must be received by the Secretary not less than 90 days nor more than 120 days prior to such annual meeting of the stockholders date or, if the public disclosure of such annual meeting is less than 100 days prior to the date of such annual meeting of the stockholders, a stockholder’s notice for a stockholder proposal (other than a director nomination) must be received by the Secretary no later than the seventh day following the day on which the public disclosure of the date of such meeting was made. In no event shall any adjournment or postponement of an annual meeting of the stockholders, or the public announcement thereof, commence a new time period for the giving of a stockholder’s notice as described above. For purposes of these bylaws, “public disclosure” means the disclosure in a press release reported by the Business Wire, Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934 (such act, as amended, or any successor provision thereto, and the rules and regulations promulgated thereunder, the “Exchange Act”). In addition, in order to be considered timely, any information required by this Section 2(c) to be provided to the Corporation must be supplemented (by delivery to the Secretary): (1) no later than ten (10) days following the record date for the applicable meeting or any adjournment or postponement thereof, to disclose the foregoing information as of such record date; and (2) no later than eight (8) days before the meeting or any adjournment or postponement thereof, to disclose the foregoing information as of the date that is no earlier than ten (10) days prior to such meeting. For the avoidance of doubt, the requirement to update and supplement such information shall not permit any stockholder or other person to amend or update any proposal or to submit any new proposal, including by changing or adding matters, business and or resolutions proposed or be deemed to cure any defects or limit the remedies (including, without limitation, under these By-Laws) available to the Corporation relating to any defect. The obligation to update and supplement as set forth in this paragraph or any other Section of these By-Laws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder or extend any applicable deadlines hereunder or under any other provision of these By-Laws. A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting of the stockholders:

 

  (i)

a brief description of the proposal desired to be brought before the annual meeting of the stockholders, including the complete text of any resolutions intended to be submitted at the annual meeting of the stockholders and the reasons for conducting such business at the annual meeting of the stockholders;

 

  (ii)

the name and address, as they appear on the Corporation’s books, of the stockholder proposing such matter and any Stockholder Associated Person;

 

  (iii)

the class and number of shares of the Corporation’s stock which are, directly or indirectly, held of record or beneficially owned by the stockholder on the date of such stockholder’s notice and by any Stockholder Associated Person on the date of such stockholder’s notice, the dates on which such stockholder or Stockholder Associated Person acquired such securities and documentary evidence of such record or beneficial ownership;

 

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  (iv)

any interest of the stockholder or any Stockholder Associated Person in such proposal;

 

  (v)

a list of all of the derivative securities (as defined under Rule 16a-1 under the Exchange Act) and other derivatives or similar agreements or arrangements with an exercise or conversion privilege or a periodic or settlement payment or payments or mechanism at a price or in an amount or amounts related to any security of the Corporation or with a value derived or calculated in whole or in part from the value of the Corporation or any security of the Corporation, in each case, directly or indirectly held of record or beneficially owned by such stockholder or any Stockholder Associated Person and each other direct or indirect opportunity of such stockholder or any Stockholder Associated Person to profit or share in any profit derived from any increase or decrease in the value of any security of the Corporation, in each case, regardless of whether (a) such interest conveys any voting rights in such security to such stockholder or Stockholder Associated Person, (b) such interest is required to be, or is capable of being, settled through delivery of such security or (c) such person may have entered into other transactions that hedge the economic effect of such interest (any such interest described in this clause (v) being a “Derivative Interest”);

 

  (vi)

the name of each person with whom such stockholder or Stockholder Associated Person has any agreement, arrangement or understanding (whether written or oral) (a) for the purposes of acquiring, holding, voting (except pursuant to a revocable proxy given to such person in response to a public proxy or consent solicitation made generally by such person to all holders of shares of the Corporation) or disposing of any shares of capital stock of the Corporation, (b) to cooperate in obtaining, changing or influencing the control of the Corporation (except independent financial, legal and other advisors acting in the ordinary course of their respective businesses), (c) with the effect or intent of increasing or decreasing the voting power of, or that contemplates any person voting together with, any such stockholder or Stockholder Associated Person with respect to any shares of the capital stock of the Corporation or any business proposed by the stockholder or (d) otherwise in connection with any business proposed by a stockholder and a description of each such agreement, arrangement or understanding (any agreement, arrangement or understanding described in this clause (vi) being a “Voting Agreement”);

 

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  (vii)

any agreement, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, involving such stockholder or Stockholder Associated Person, directly or indirectly, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the Corporation by, manage the risk of share price changes for, or increase or decrease the voting power of, such stockholder, such beneficial owner or any of their respective affiliates or associates or others acting in concert therewith with respect to any class or series of the shares of the Corporation, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of the shares of the Corporation (any of the foregoing, a “Short Interest”);

 

  (viii)

any equity interests, Derivative Interests, Short Interests and in any principal competitor of the Corporation held by such stockholder or Stockholder Associated Person and any direct or indirect interest of such stockholder or Stockholder Associated Person in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement);

 

  (ix)

details of all other material interests of each stockholder or any Stockholder Associated Person in such proposal or any security of the Corporation (including, without limitation, any rights to dividends or performance related fees based on any increase or decrease in the value of such security or Derivative Interests) (collectively, “Other Interests”);

 

  (x)

a description of all economic terms of all such Derivative Interests, Voting Agreements, Short Interests or Other Interests and copies of all agreements and other documents (including, without limitation, master agreements, confirmations and all ancillary documents and the names and details of counterparties to, and brokers involved in, all such transactions) relating to each such Derivative Interest, Voting Agreement, Short Interest or Other Interest;

 

  (xi)

a list of all transactions by such stockholder and any Stockholder Associated Person involving any securities of the Corporation or any Derivative Interests, Voting Agreements or Other Interests within the six month period prior to the date of the notice;

 

  (xii)

all information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an amendment pursuant to Rule 13d-2(a) if such a statement were required to be filed under the Exchange Act and the rules and regulations promulgated thereunder by such stockholder or Stockholder Associated Person;

 

  (xiii)

any other information relating to such stockholder and any Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the proposal pursuant to Regulation 14A of the Exchange Act; and

 

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  (xiv)

a representation that the stockholder is a holder of record of capital stock of the Corporation entitled to vote at such annual meeting of the stockholders and intends to appear in person or by proxy at the annual meeting of the stockholders to propose such business.

In addition, a stockholder seeking to submit such proposal at the meeting shall promptly provide any other information reasonably requested by the Corporation.

Stockholder Associated Person” of any stockholder means:

 

  (i)

any beneficial owner of shares of stock of the Corporation on whose behalf any proposal or nomination is made by such stockholder;

 

  (ii)

any affiliates or associates of such stockholder or any beneficial owner described in clause (i); and

 

  (iii)

each other person with whom any of the persons described in the foregoing clauses (i) and (ii) either is acting in concert with respect to the Corporation or has any agreement, arrangement or understanding (whether written or oral) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy given to such person in response to a public proxy solicitation made generally by such person to all stockholders entitled to vote at any meeting) or disposing of any capital stock of the Corporation or to cooperate in obtaining, changing or influencing the control of the Corporation (except independent financial, legal and other advisors acting in the ordinary course of their respective businesses).

(d)

 

  (i)

Subject to the terms and conditions set forth in these By-Laws, the Corporation shall include in its proxy statement for an annual meeting of the stockholders held after the 2021 annual meeting of the stockholders the name, together with the Required Information (as defined below), of qualifying person(s) nominated for election (the “Stockholder Nominee”) to the Board by an eligible stockholder or eligible group of stockholders that satisfy the requirements of this Section 2(d), including qualifying as an Eligible Stockholder (as defined in subsection (v) below) and that expressly elects at the time of providing the written notice required by this Section 2(d) (a “Proxy Access Notice”) to have its nominee included in the Corporation’s proxy materials pursuant to this Section 2(d). For the purposes of this Section 2(d):

 

  (A)

Constituent Holder” shall mean any stockholder, fund included within a Qualifying Fund (as defined in subsection (v) below) or beneficial holder whose stock ownership is counted for the purpose of qualifying as holding the Proxy Access Request Required Shares (as defined in subsection (v) below) or qualifying as an Eligible Stockholder (as defined in subsection (v) below); and

 

 

5


  (B)

a stockholder (including any Constituent Holder) shall be deemed to “own” only those outstanding shares of voting stock as to which the stockholder (or such Constituent Holder) itself possesses both (a) the full voting and investment rights pertaining to the shares and (b) the full economic interest in (including the opportunity for profit and risk of loss on) such shares. The number of shares calculated in accordance with the foregoing clauses (a) and (b) shall be deemed not to include (and to the extent any of the following arrangements have been entered into by affiliates of the stockholder (or of any Constituent Holder), shall be reduced by) any shares (x) sold by such stockholder or Constituent Holder (or any of either’s affiliates) in any transaction that has not been settled or closed, including any short sale, (y) borrowed by such stockholder or Constituent Holder (or any of either’s affiliates) for any purposes or purchased by such stockholder or Constituent Holder (or any of either’s affiliates) pursuant to an agreement to resell, or (z) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such stockholder or Constituent Holder (or any of either’s affiliates), whether any such instrument or agreement is to be settled with shares, cash or other consideration, in any such case which instrument or agreement has, or is intended to have, or if exercised by either party thereto would have, the purpose or effect of (i) reducing in any manner, to any extent or at any time in the future, such stockholder’s or Constituent Holder’s (or either’s affiliates’) full right to vote or direct the voting of any such shares, and/or (ii) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such stockholder or Constituent Holder (or either’s affiliates). For purposes of this Section 2(d), a stockholder (including any Constituent Holder) shall “own” shares held in the name of a nominee or other intermediary so long as the stockholder itself (or such Constituent Holder itself) retains the right to instruct how the shares are voted with respect to the election of directors and the right to direct the disposition thereof and possesses the full economic interest in the shares. For purposes of this Section 2(d), a stockholder’s (including any Constituent Holder’s) ownership of shares shall be deemed to continue during any period in which the stockholder has loaned such shares so long as such stockholder retains the power to recall such shares on no greater than five (5) business days’ notice or has delegated any voting power over such shares by means of a proxy, power of attorney or other instrument or arrangement so long as such delegation is revocable at any time by the stockholder; provided that in the case of loaned shares, such

 

6


  shares are recalled either (i) no later than the final date when a Proxy Access Notice pursuant to this Section 2(d) may be timely delivered to the Secretary or (ii) upon the request of the Corporation following the Corporation’s indication to the Eligible Stockholder that its nominee(s) will be included in the Corporation’s proxy statement subject to the terms herein; provided that, in either such case where the shares are recalled in accordance with the foregoing, such shares remain recalled (and otherwise “owned” as defined herein) through the annual meeting of the stockholders. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings.

 

  (ii)

For purposes of this Section 2, the “Required Information” that the Corporation will include in its proxy statement is: (i) the information concerning the Stockholder Nominee and the Eligible Stockholder that the Corporation determines is required to be disclosed in the Corporation’s proxy statement by the regulations promulgated under Regulation 14A under the Exchange Act; and (ii) if the Eligible Stockholder so elects, a Statement (as defined in Section 2(d)(vii) below). The Corporation shall also include the name of the Stockholder Nominee in its proxy card. For the avoidance of doubt, and any other provision of these By-Laws notwithstanding, the Corporation may in its sole discretion solicit against, and include in the proxy statement (and other proxy materials) its own statements or other information relating to, any Eligible Stockholder and/or Stockholder Nominee, including any information provided to the Corporation with respect to the foregoing.

 

  (iii)

To be timely, a stockholder’s Proxy Access Notice must be delivered to the Secretary at the principal executive offices of the Corporation not less than one hundred twenty (120) calendar days in advance of the first anniversary of the date the Corporation’s proxy statement was released to stockholders for the preceding year’s annual meeting of the stockholders. In no event shall the public announcement of an adjournment or postponement of a stockholders’ meeting (or such adjournment or postponement) commence a new time period for the giving of a Proxy Access Notice.

 

  (iv)

The number of Stockholder Nominees (including Stockholder Nominees that were submitted by an Eligible Stockholder for inclusion in the Corporation’s proxy materials pursuant to this Section 2(d) but either are subsequently withdrawn or that the board of directors decides to nominate as board of directors’ nominees) appearing in the Corporation’s proxy materials with respect to an annual meeting of the stockholders shall not exceed the greater of (x) two (2) and (y) the largest whole number that does not exceed twenty percent (20%) of the number of directors in office as of the last day on which a Proxy Access Notice may be delivered in accordance with the procedures set forth in this Section 2(d) (such greater number, the “Permitted Number”); provided, however, that the Permitted Number available for proxy access candidates shall be reduced by:

 

7


  (A)

the number of such director candidates for which the Corporation shall have received one or more valid stockholder notices nominating director candidates pursuant to Article III, Section 12 of these By-laws;

 

  (B)

the number of directors in office or director candidates that in either case will be included in the Corporation’s proxy materials with respect to such annual meeting of the stockholders as an unopposed (by the Corporation) nominee pursuant to an agreement, arrangement or other understanding with a stockholder or group of stockholders (other than any such agreement, arrangement or understanding entered into in connection with an acquisition of voting stock, by such stockholder or group of stockholders, from the Corporation), other than any such director referred to in this clause (B) who at the time of such annual meeting of the stockholders will have served as a director continuously, as a nominee of the Board, for at least two (2) terms; and

 

  (C)

the number of directors in office that will be included in the Corporation’s proxy materials with respect to such annual meeting of the stockholders for whom access to the Corporation’s proxy materials was previously provided pursuant to this Section 2(d), other than any such director referred to in this clause (C) who at the time of such annual meeting of the stockholders will have served as a director continuously, as a nominee of the Board, for at least two (2) terms;

provided, further, that in no circumstance shall the Permitted Number exceed the number of directors to be elected at the applicable annual meeting of the stockholders as noticed by the Corporation and in the event the Board resolves to reduce the size of the Board effective on or prior to the date of the annual meeting of the stockholders, the Permitted Number shall be calculated based on the number of directors in office as so reduced. An Eligible Stockholder submitting more than one Stockholder Nominee for inclusion in the Corporation’s proxy statement pursuant to this Section 2(d) shall rank such Stockholder Nominees based on the order that the Eligible Stockholder desires such Stockholder Nominees to be selected for inclusion in the Corporation’s proxy statement and include such specified rank in its Proxy Access Notice. If the number of Stockholder Nominees pursuant to this Section 2(d) for an annual meeting of the stockholders exceeds the Permitted Number, then the highest ranking qualifying Stockholder Nominee from each Eligible Stockholder will be selected by the Corporation for inclusion in the proxy statement until the Permitted Number is reached, going in order of the amount (largest to smallest) of the ownership position as disclosed in each Eligible Stockholder’s Proxy Access Notice. If the Permitted Number is not reached after the highest ranking Stockholder Nominee from each Eligible Stockholder has been selected, this selection process will continue as many times as necessary, following the same order each time, until the Permitted Number is reached.

 

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  (v)

An “Eligible Stockholder” is one or more stockholders of record who own and have owned, or are acting on behalf of one or more beneficial owners who own and have owned (in each case as defined above), in each case continuously for at least three (3) years as of both the date that the Proxy Access Notice is received by the Corporation pursuant to this Section 2(d), and as of the record date for determining stockholders eligible to vote at the annual meeting of the stockholders, at least three percent (3%) of the aggregate voting power of the voting stock (the “Proxy Access Request Required Shares”), and who continue to own the Proxy Access Request Required Shares at all times between the date such Proxy Access Notice is received by the Corporation and the date of the applicable annual meeting of the stockholders; provided that the aggregate number of stockholders, and, if and to the extent that a stockholder is acting on behalf of one or more beneficial owners, of such beneficial owners, whose stock ownership is counted for the purpose of satisfying the foregoing ownership requirement shall not exceed twenty (20). Two or more collective investment funds that are part of the same family of funds by virtue of being under common management and investment control, under common management and sponsored primarily by the same employer or a “group of investment companies” (as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended) (a “Qualifying Fund”) shall be treated as one stockholder for the purpose of determining the aggregate number of stockholders in this Section 2(d); provided that each fund included within a Qualifying Fund otherwise meets the requirements set forth in this Section 2(d). No shares may be attributed to more than one group constituting an Eligible Stockholder under this Section 2(d)(v) (and, for the avoidance of doubt, no stockholder may be a member of more than one group constituting an Eligible Stockholder). A record holder acting on behalf of one or more beneficial owners will not be counted separately as a stockholder with respect to the shares owned by beneficial owners on whose behalf such record holder has been directed in writing to act, but each such beneficial owner will be counted separately, subject to the other provisions of this Section 2(d)(v), for purposes of determining the number of stockholders whose holdings may be considered as part of an Eligible Stockholder’s holdings. For the avoidance of doubt, Proxy Access Request Required Shares will qualify as such if, and only if, the beneficial owner of such shares as of the date of the Proxy Access Notice has itself individually beneficially owned such shares continuously for the three-year (3-year) period ending on that date and through the other applicable dates referred to above (in addition to the other applicable requirements being met).

 

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  (vi)

No later than the final date when a Proxy Access Notice pursuant to this Section 2(d) may be timely delivered to the Secretary, an Eligible Stockholder (including each Constituent Holder) must provide the following information in writing to the Secretary:

 

  (A)

with respect to each Constituent Holder, the name and address of, and number of shares of voting stock owned by, such person;

 

  (B)

one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year (3-year) holding period) verifying that, as of a date within seven (7) days prior to the date the Proxy Access Notice is delivered to the Corporation, such person owns, and has owned continuously for the preceding three (3) years, the Proxy Access Request Required Shares, and such person’s agreement to provide:

 

  (1)

within ten (10) days after the record date for the annual meeting of the stockholders, written statements from the record holder and intermediaries verifying such person’s continuous ownership of the Proxy Access Request Required Shares through the record date, together with any additional information reasonably requested to verify such person’s ownership of the Proxy Access Request Required Shares; and

 

  (2)

immediate notice if the Eligible Stockholder ceases to own any of the Proxy Access Request Required Shares prior to the date of the applicable annual meeting of the stockholders;

 

  (C)

the information contemplated by Article III, Section 12 of these Bylaws (with references to a “stockholder” therein to include such Eligible Stockholder (including each Constituent Holder));

 

  (D)

a representation that such person:

 

  (1)

acquired the Proxy Access Request Required Shares in the ordinary course of business and not with the intent to change or influence control of the Corporation, and does not have any such intent;

 

  (2)

has not nominated and will not nominate for election to the Board at the annual meeting of the stockholders any person other than the Stockholder Nominee(s) being nominated pursuant to this Section 2(d);

 

  (3)

has not engaged and will not engage in, and has not been and will not be a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the annual meeting of the stockholders other than its Stockholder Nominee(s) or a nominee of the Board;

 

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  (4)

will not distribute to any stockholder any form of proxy for the annual meeting of the stockholders other than the form distributed by the Corporation; and

 

  (5)

will provide facts, statements and other information in all communications with the Corporation and its stockholders that are and will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and will otherwise comply with all applicable laws, rules and regulations in connection with any actions taken pursuant to this Section 2(d);

 

  (E)

in the case of a nomination by a group of stockholders that together is such an Eligible Stockholder, the designation by all group members of one group member that is authorized to act on behalf of all members of the nominating stockholder group with respect to the nomination and matters related thereto, including withdrawal of the nomination; and

 

  (F)

an undertaking that such person agrees to:

 

  (1)

assume all liability stemming from, and indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of any legal or regulatory violation arising out of the Eligible Stockholder’s communications with the stockholders of the Corporation or out of the information that the Eligible Stockholder (including such person) provided to the Corporation;

 

  (2)

promptly provide to the Corporation such other information as the Corporation may reasonably request; and

 

  (3)

file with the Securities and Exchange Commission any solicitation by the Eligible Stockholder of stockholders of the Corporation relating to the annual meeting of the stockholders at which the Stockholder Nominee will be nominated.

 

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In addition, no later than the final date when a nomination pursuant to this Section 2(d) may be delivered to the Corporation, a Qualifying Fund whose share ownership is counted for purposes of qualifying as an Eligible Stockholder must provide to the Secretary documentation reasonably satisfactory to the Board that demonstrates that the funds included within the Qualifying Fund satisfy the definition thereof. In order to be considered timely, any information required by this Section 2(d) to be provided to the Corporation must be supplemented (by delivery to the Secretary): (1) no later than ten (10) days following the record date for the applicable annual meeting of the stockholders or any adjournment or postponement thereof, to disclose the foregoing information as of such record date; and (2) no later than eight (8) days before the annual meeting of the stockholders or any adjournment or postponement thereof, to disclose the foregoing information as of the date that is no earlier than ten (10) days prior to such annual meeting of the stockholders. For the avoidance of doubt, the requirement to update and supplement such information shall not permit any Eligible Stockholder or other person to change or add any proposed Stockholder Nominee or be deemed to cure any defects or limit the remedies (including, without limitation, under these By-Laws) available to the Corporation relating to any defect. The obligation to update and supplement as set forth in this paragraph or any other Section of these By-Laws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder or extend any applicable deadlines hereunder or under any other provision of these By-Laws.

 

  (vii)

The Eligible Stockholder may provide to the Secretary, at the time the information required by this Section 2(d) is originally provided, a written statement for inclusion in the Corporation’s proxy statement for the annual meeting of the stockholders, not to exceed five hundred (500) words, in support of the candidacy of such Eligible Stockholder’s Stockholder Nominee (the “Statement”). Notwithstanding anything to the contrary contained in this Section 2(d), the Corporation may omit from its proxy materials any information or Statement that it, in good faith, believes is materially false or misleading, omits to state any material fact, directly or indirectly without factual foundation impugns the character, integrity or personal reputation of or makes charges concerning improper, illegal or immoral conduct or associations with respect to any person or would violate any applicable law or regulation.

 

  (viii)

No later than the final date when a nomination pursuant to this Section 2(d) may be delivered to the Corporation, each Stockholder Nominee must:

 

  (A)

provide the completed and signed questionnaire, representation and agreement required by Article III, Section 12 of these By-Laws;

 

  (B)

provide an executed agreement, in a form deemed satisfactory by the board of directors or its designee (which form shall be provided by the Corporation reasonably promptly upon written request of a stockholder), that such Stockholder Nominee consents to being named in the Corporation’s proxy statement and form of proxy card (and will not agree to be named in any other person’s proxy statement or form of proxy card with respect to the Corporation) as a nominee and intends to serve as a director of the Corporation for the entire term if elected;

 

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  (C)

complete, sign and submit all questionnaires, representations and agreements required by these By-Laws or of the Corporation’s directors generally; and

 

  (D)

provide such additional information as necessary to permit the Board to determine: (a) if any of the matters referred to in Section 2(d)(x) below apply; (b) if such Stockholder Nominee has any direct or indirect relationship with the Corporation other than those relationships that have been deemed categorically immaterial pursuant to any publicly disclosed corporate governance guideline or committee charter of the Corporation; or (c) if such Stockholder Nominee is or has been subject to any event specified in Rule 506(d)(1) of Regulation D (or any successor rule) under the Securities Act of 1933, as amended (the “Securities Act”) or Item 401(f) of Regulation S-K (or any successor rule) under the Exchange Act, without reference to whether the event is material to an evaluation of the ability or integrity of such Stockholder Nominee.

In the event that any information or communications provided by the Eligible Stockholder (or any Constituent Holder) or the Stockholder Nominee to the Corporation or its stockholders ceases to be true and correct in all material respects or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, each Eligible Stockholder or Stockholder Nominee, as the case may be, shall promptly notify the Secretary of any defect in such previously provided information and of the information that is required to correct any such defect; it being understood for the avoidance of doubt that providing any such notification shall not be deemed to cure any such defect or limit the remedies (including, without limitation, under these Bylaws) available to the Corporation relating to any such defect.

 

  (ix)

Any Stockholder Nominee who is included in the Corporation’s proxy materials for a particular annual meeting of the stockholders but either (1) withdraws from or becomes ineligible or unavailable for election at that annual meeting of the stockholders or (2) does not receive votes cast in favor of the Stockholder Nominee’s election of at least twenty (20) percent of the shares represented in person or by proxy at the annual meeting of the stockholders will be ineligible to be a Stockholder Nominee pursuant to this Section 2(d) for the next two (2) annual meetings of the stockholders. Any Stockholder Nominee who is included in the Corporation’s proxy statement for a particular annual meeting of the stockholders, but subsequently is determined not to satisfy the eligibility requirements of this Section 2(d) or any other provision of these By-Laws, the Certificate of Incorporation or any applicable regulation any time before the annual meeting of the stockholders, will not be eligible for election at the relevant annual meeting of the stockholders.

 

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  (x)

The Corporation shall not be required to include, pursuant to this Section 2(d), a Stockholder Nominee in its proxy materials for any annual meeting of the stockholders, or, if the proxy statement already has been filed, to allow the nomination of (or vote with respect to) a Stockholder Nominee (and may declare such nomination ineligible), notwithstanding that proxies in respect of such vote may have been received by the Corporation:

 

  (A)

who is not independent under the listing standards of the principal U.S. exchange upon which the common stock of the Corporation is listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards or policies used or adopted by the Board in determining and disclosing independence of the Corporation’s directors;

 

  (B)

whose service as a member of the Board would violate or cause the Corporation to be in violation of these By-Laws, the Certificate of Incorporation, the rules and listing standards of the principal U.S. exchange upon which the common stock of the Corporation is traded, or any applicable law, rule or regulation;

 

  (C)

who is or has been, within the past three (3) years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, as amended, or who is a subject of a pending criminal proceeding, has been convicted in a criminal proceeding within the past ten (10) years or is subject to an order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act;

 

  (D)

if the Eligible Stockholder (or any Constituent Holder) or applicable Stockholder Nominee otherwise breaches or fails to comply in any material respect with its obligations pursuant to this Section 2(d) or any agreement, representation or undertaking required by this Section 2(d) or Article III, Section 12 of these By-Laws; or

 

  (E)

if the Eligible Stockholder ceases to be an Eligible Stockholder for any reason, including, but not limited to, not owning the Proxy Access Request Required Shares through the date of the applicable annual meeting of the stockholders.

 

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Clauses (A), (B), and (C) and, to the extent related to a breach or failure by the Stockholder Nominee, clause (D), will result in the exclusion from the proxy materials pursuant to this Section 2(d) of the specific Stockholder Nominee to whom the ineligibility applies, or, if the proxy statement already has been filed, the ineligibility of such Stockholder Nominee to be nominated; provided, however, that clause (E) and, to the extent related to a breach or failure by an Eligible Stockholder (or any Constituent Holder), clause (D) will result in the voting stock owned by such Eligible Stockholder (or Constituent Holder) being excluded from the Proxy Access Request Required Shares (and, if as a result the Proxy Access Notice shall no longer have been filed by an Eligible Stockholder, the exclusion from the proxy materials pursuant to this Section 2(d) of all of the applicable stockholder’s Stockholder Nominees from the applicable annual meeting of the stockholders or, if the proxy statement has already been filed, the ineligibility of all of such stockholder’s Stockholder Nominees to be nominated).

(e) Except as otherwise provided by law, at any time following the Corporation’s receipt of a proposal, the Chairman (or other presiding officer at an annual meeting of the stockholders) shall have the power to determine whether any matter proposed to be brought before the annual meeting of the stockholders was proposed in accordance with the notice procedures set forth in this Section 2 and if any proposal is not in compliance with this Section 2, the Chairman (or such other presiding officer) may exclude such proposal from the annual meeting of the stockholders.

(f) Notwithstanding the foregoing provisions of this Section 2, a stockholder who seeks to have any proposal included in the Corporation’s proxy materials shall comply with the requirements of Rule l4a-8 of Regulation 14A under the Exchange Act.

(g) In the event a proposal is presented for action at such annual meeting of the stockholders which, in the opinion of the ranking executive officer of the Corporation attending such meeting, requires the giving of prior notice of such business to stockholders, no action shall be taken on such proposal at such meeting unless and until proof of timely and adequate notice of such proposal shall have been filed with and accepted by the ranking executive officer of the Corporation attending such meeting.

Section 3. Special Meetings. Special meetings of the stockholders may be called by the Chief Executive Officer, and shall be called by the Chairman, the Chief Executive Officer, the President, a Vice President, the Secretary or an Assistant Secretary, at the request in writing of a majority of the Board, or of a majority of the Executive Committee, or of stockholders owning a majority of the outstanding shares having voting power. Such request shall state the purpose or purposes of the proposed meeting. At any special meeting of the stockholders, only such nominations or business shall be conducted or considered as shall have been properly brought before the meeting pursuant to the Corporation’s notice of meeting.

Section 4. Notice. Notice of all stockholders’ meetings stating the time and place, and, in the case of special meetings, the purpose or purposes for which the meeting is called, shall be delivered to each stockholder entitled to vote at such meeting not less than 30 nor more than 60 days before the meeting of stockholders is to be held, unless the stockholder’s meeting is called by the Chairman, the Chief Executive Officer, the President, a Vice President, the Secretary or an Assistant Secretary of the Corporation, at the request in writing of a majority of the Board, in which case such notice shall be delivered not less than 10 nor more than 60 days before the meeting of stockholders is to be held. If mailed, notice shall be directed to the stockholder at his last known post office address as the same appears on the stock records of the Corporation.

 

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Section 5. Proxies. At any meeting of the stockholders, each stockholder entitled to vote may vote either in person or by proxy, but no proxy shall be voted on after three years from its date, unless such proxy shall, on its face, name a longer period for which it is to remain in force. Each proxy either (a) shall be authorized in writing, subscribed by the stockholder or his duly authorized attorney, but need not be sealed, witnessed or acknowledged, and shall be filed with the Secretary at or before the meeting, or (b) shall be authorized by means of an electronic transmission as permitted by law and shall be filed in accordance with the procedure established for the meeting.

Section 6. Quorum. At any annual or special meeting of stockholders a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall constitute a quorum, except as otherwise provided by law, but if at any meeting of the stockholders there be less than a quorum present, the stockholders present at such meeting may, without further notice, adjourn the same from time to time until a quorum shall attend, but no business shall be transacted at any such adjourned meeting except such as might have been lawfully transacted had the meeting not been adjourned.

Section 7. Voting. Except as otherwise expressly required by statute, the Certificate of Incorporation or these By-Laws, each stockholder shall at each meeting of the stockholders be entitled to one vote in person or by proxy for each share of stock of the Corporation entitled to be voted thereat held by him and registered in his name on the books of the Corporation (a) on such date as may be fixed pursuant to Article VIII of these By-Laws as the record date for the determination of stockholders entitled to notice of and to vote at such meeting; or (b) in the event that no record date shall have been so fixed, on the date of such meeting; provided, however, that, except where a record date shall have been so fixed, no share of stock of the Corporation shall be voted at any election of directors which shall have been transferred on the books of the Corporation within 20 days prior to such election of directors.

The vote for directors and, upon the demand of any stockholder, the vote upon any question before the meeting shall be by ballot. Except as otherwise provided by law or the Certificate of Incorporation or these By-Laws, and except for the election of directors (which shall be governed by Article III, Section 7 of these By-Laws), each question properly presented to any meeting of stockholders shall be decided by a majority of the votes cast on the question entitled to vote thereon. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at any meeting of stockholders shall be announced at the meeting by the Chairman (or other presiding officer of the Corporation).

Section 8. List of Stockholders. A complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the residence of each, and the number of voting shares held by each, shall be prepared and filed in the office where the election is to be held at least 10 days before every election, and shall at all times during the usual hours for business during the said 10 days and during the whole time of said election be open to the examination of any stockholder.

 

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Section 9. Judges of Election. Whenever a vote at a meeting of stockholders shall be by ballot, the polls shall be opened and closed, the proxies and ballots shall be received, and all questions pertaining to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by one or more Judges of Election. Such Judge(s) of Election shall be appointed by the Board before or at the meeting, or in default thereof, by the officer presiding at the meeting, and shall be sworn to the faithful performance of their duties. If any Judge of Election previously appointed shall fail to attend or refuse or be unable to serve, a substitute shall be appointed by the presiding officer.

Section 10. Consent Notice. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board, and which date shall not be more than 10 days after the date on which the resolution fixing the record date is adopted by the Board. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary of the Corporation, request the Board to fix a record date. Such notice shall include the items required to be included in a stockholder notice delivered pursuant to the Article II, Section 2(c) or Article III, Section 12, as applicable (including, in the case of a proposed action by written consent to elect directors, the written questionnaire and representation and agreement required pursuant to Article III, Section 12). The Board shall promptly, but in all events within 10 days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board within 10 days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or any officer or agent of the Corporation having custody of the book in which proceedings for stockholder meetings are recorded, to the attention of the Secretary of the Corporation. Delivery shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board adopts a resolution taking such prior action.

ARTICLE III

DIRECTORS

Section 1. Powers. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws, the property, business and affairs of the Corporation shall be managed by the Board.

Section 2. Number and Tenure. The Board shall consist of no less than 3 nor more than 14 members as the Board may determine from time to time by Resolution of the Board. Directors shall hold office until the next annual election and until their successors shall be duly elected and qualified. The Board shall keep full and fair records and accounts of its proceedings and transactions. Directors need not be stockholders.

 

17


Section 3. Regular Meetings. The Board shall meet for the election of officers and for the transaction of any other business as soon as practicable after the annual meeting of stockholders. Other regular meetings of the Board may be held at such times and places as the Board may from time to time determine. No notice of any such annual or regular meeting of the Board need be given.

Section 4. Special Meetings. Special meetings of the Board shall be called by the Secretary or any Assistant Secretary at the request of the Chairman, the Chief Executive Officer, the President or of any two directors. Notice of the time and place of any special meeting of the Board shall be mailed, postage prepaid, to each director at least 48 hours before the time at which the meeting is to be held, or shall be sent by confirmed facsimile transmission or other form of electronic communication, or be delivered personally or by telephone, at least 24 hours before the time at which such meeting is to be held. Notice of any special meeting need not be given to any director who shall waive notice thereof. Any meeting of the Board shall be a legal meeting without notice thereof having been given, if all the directors of the Corporation then holding office shall be present thereat.

Section 5. Place of Meetings. Meetings of the Board may be held at such places in or out of the State of Delaware as may be fixed by the Board or designated in the notice of the meeting, except that the annual meeting of the Board, if held without notice, shall be held at the principal executive office of the Corporation.

Section 6. Quorum. A majority of the Board, but not less than two directors, shall constitute a quorum for the transaction of business, but if, at any meeting of the Board, there be less than a quorum present, a majority of the directors present may, without further notice, adjourn the same from time to time until a quorum shall attend. A majority of such quorum shall decide any questions that may come before the meeting.

Section 7. Required Vote for Directors. (a) Each director to be elected by stockholders shall be elected as such by the vote of the majority of the votes cast by stockholders at a meeting for the election of directors at which a quorum is present, except that if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting. For purposes of this Article III, Section 7 a majority of votes cast shall mean that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election. “Votes cast” includes votes “for” that director’s election plus votes to withhold authority with respect to that director’s election and excludes abstentions and broker non-votes with respect to that director’s election.

(a) If a nominee for director who is an incumbent director is not reelected and no successor has been elected at such meeting, the director must promptly tender his or her resignation to the Chairman of the Board or the Secretary following the certification of the stockholder vote. The Nominating and Governance Committee shall consider the tendered resignation and recommend to the Board of Directors whether to accept or reject it. The Board of Directors shall act on the tendered resignation, taking into account the Nominating and Governance Committee’s recommendation, within 90 days following the certification of the stockholder vote. The Nominating and Governance Committee in making its recommendation, and the Board in making

 

18


its decision, may consider any factors or other information that it considers appropriate and relevant. The director who failed to be elected as such by the vote of the majority of the votes cast by stockholders at a meeting for the election of directors at which a quorum is present shall not vote with respect to the recommendation of the Nominating and Governance Committee or the decision of the Board with respect to whether or not to accept his or her resignation.

Section 8. Resignations. A director may resign at any time from the Board. A resignation from the Board must be delivered in writing to the Secretary and shall be deemed to take effect only upon its receipt by the Secretary of the Corporation unless otherwise specified therein.

Section 9. Vacancies. Vacancies in the Board created on account of death, resignation, removal, disqualification or other causes, or resulting from an increase in the authorized number of directors, shall be filled by a majority of the directors then in office, although less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors shall be duly elected and qualified or until their earlier death, resignation or removal; provided, however, that if the remaining directors shall constitute less than a majority of the whole Board, the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the total number of shares of the capital stock of the Corporation at the time outstanding having the right to vote for directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by Section 211 of the General Corporation Law of the State of Delaware (the “DGCL”).

Section 10. Removal. At any meeting of the stockholders called for the purpose any director may, by vote of stockholders entitled to cast a majority of the votes then entitled to vote in the election of directors, be removed from office with or without cause.

Section 11. Compensation. Directors shall receive such compensation for their services as shall be fixed from time to time by resolution of the Board. Nothing in this Section shall be construed to preclude a director from serving the Corporation in any other capacity and receiving compensation therefore.

Section 12. Nominees for Director. Nominations by stockholders of persons to be elected to the Board shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice for a director nomination (other than with respect to a Proxy Access Notice, which nomination must comply with Article II, Section 2(d) of these By-Laws) must be delivered to, or mailed and received at, the principal executive offices of the Corporation (a) with respect to an election to be held at the annual meeting of the stockholders of the Corporation, not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of the stockholders of the Corporation; provided, however, if no annual meeting of the stockholders was held in the previous year, or if the date of the applicable annual meeting of the stockholders has been changed by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, a stockholder’s notice for a director nomination (other than with respect to a Proxy Access Notice) must be received by the Secretary not less than 90 days nor more than 120 days prior to such annual meeting of the stockholders date or, if the public disclosure of such annual meeting of the stockholders is less

 

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than 100 days prior to the date of such annual meeting of the stockholders, a stockholder’s notice for a director nomination (other than with respect to a Proxy Access Notice) must be received by the Secretary no later than the seventh day following the day on which the public disclosure of the date of such meeting was made and (b) with respect to an election to be held at a special meeting of stockholders of the Corporation for the election of directors, not later than the close of business on the seventh day following the date on which notice of the date of the special meeting was mailed to stockholders of the Corporation or public disclosure of the date of the special meeting was made, whichever first occurs. In no event shall any adjournment or postponement of an annual meeting of the stockholders, or the public announcement thereof, commence a new time period for the giving of a stockholder’s notice for a director nomination as described above. A stockholder’s notice for a director nomination (including with respect to a Proxy Access Notice) to the Secretary of the Corporation shall set forth:

 

  (i)

as to each person whom the stockholder proposes to nominate for election or re- election as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serve as a director if elected), and

 

  (ii)

as to the stockholder giving the notice and, where referred to in subsections (i)-(xiv) of Article II, Section 2(c) or noted below, each Stockholder Associated Person:

 

  (A)

the information that would have been required by subsections (i)-(xiv) of Article II, Section 2(c) if Article II, Section 2(c) were applicable to nominations of persons for election to the Board;

 

  (B)

a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three (3) years, and any other material relationships, between or among such stockholder and Stockholder Associated Person, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation S-K if the stockholder making the nomination and any Stockholder Associated Person were the “registrant” for purposes of such rule, and the nominee were a director or executive officer of such registrant;

 

  (C)

any other information relating to such stockholder and any Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election (even if a contested election is not involved) pursuant to Regulation 14A of the Exchange Act;

 

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  (D)

a representation that the stockholder is a holder of record of capital stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such nomination; and

 

  (E)

a representation as to whether the stockholder or any Stockholder Associated Person intends, or is part of a group that intends, to (1) deliver a proxy statement and/or form of proxy to holders of at least the percentage of the outstanding capital stock of the Corporation required to elect the nominee or (2) otherwise solicit proxies or votes from stockholders in support of such nomination.

To be eligible to be a nominee for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under this Section 12) to the Secretary at the principal executive offices of the Corporation a written questionnaire (in the form provided by the Secretary upon written request) with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (x) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation, (ii) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law or (iii) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (y) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation. The Corporation may also require any proposed nominee to furnish such other information as may reasonably be required by the Corporation (i) to determine the eligibility of such proposed nominee to serve as a director of the Corporation, including with respect to qualifications established by any committee of the Board, (ii) to determine whether such nominee qualifies as an “independent director” or “audit committee financial expert” under applicable law, securities exchange rule or regulation, or any publicly-disclosed corporate governance guideline or committee charter of the Corporation, and (iii) that could be material to a reasonable stockholder’s understanding of the independence and qualifications of such nominee.

In the event that a person is validly designated as a nominee to be elected to the Board in accordance with the procedures set forth in this Section 12 and thereafter becomes unable or unwilling to stand for election to the Board, the stockholder who proposed such nominee may designate a substitute nominee, if such substitute nominee is designated within and in accordance with the time limitations set forth in this Section 12 (or, as applicable with respect to a Proxy Access Notice, Article II, Section 2(d) of these By-Laws), upon providing the information

 

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specified in clause (a) above with respect to such substitute nominee (and, as applicable with respect to a Proxy Access Notice, Article II, Section 2(d) of these By-Laws). Except as otherwise provided by law, at any time following the Corporation’s receipt of a nomination for director of the Corporation by a stockholder, the Chairman (or other presiding officer at an annual meeting of the stockholders) shall have the power to determine whether the proposed nomination was made in accordance with the notice procedures set forth in this Section 12 (and, as applicable with respect to a Proxy Access Notice, Article II, Section 2(d) of these By-Laws), and if any nomination is not in compliance with this Section 12 (and, as applicable with respect to a Proxy Access Notice, Article II, Section 2(d) of these By-Laws), the Chairman (or such other presiding officer) may refuse to acknowledge the nomination of any such person at the annual meeting of the stockholders. Notwithstanding the foregoing provisions of this Section 12, a stockholder shall also comply with all applicable requirements of the Exchange Act, with respect to the matters set forth in this Section 12.

In addition to the foregoing, in order to be considered timely, any information required by this Section 12 to be provided to the Corporation must be supplemented (by delivery to the Secretary): (1) no later than ten (10) days following the record date for the applicable annual meeting of the stockholders or any adjournment or postponement thereof, to disclose the foregoing information as of such record date; and (2) no later than eight (8) days before the annual meeting of the stockholders or any adjournment or postponement thereof, to disclose the foregoing information as of the date that is no earlier than ten (10) days prior to such annual meeting of the stockholders. For the avoidance of doubt, the requirement to update and supplement such information shall not permit any stockholder or other person to amend or update any proposal or to submit any new proposal, including by changing or adding nominees or resolutions proposed or be deemed to cure any defects or limit the remedies (including, without limitation, under these By-Laws) available to the Corporation relating to any defect. The obligation to update and supplement as set forth in this paragraph or any other Section of these By-Laws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder or extend any applicable deadlines hereunder or under any other provision of these By-Laws.

Only persons who are nominated in accordance with the procedures set forth in this Section 12 (and, as applicable with respect to a Proxy Access Notice, Article II, Section 2(d) of these By-Laws) shall be eligible for election as directors. Subject to Rule 14a-8 under the Exchange Act and Article II, Section 2(d) of these By-Laws, nothing in these Bylaws shall be construed to permit any stockholder, or give any stockholder the right, to include or have disseminated or described in the Corporation’s proxy statement any nomination of a director or directors or any other business proposal, statement or communication.

Section 13. Board Action By Written Consent In Lieu of Meeting. Action required or permitted by applicable law, the Certificate of Incorporation or these By-Laws to be taken at a meeting of the Board may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents describing the action taken, signed, either manually, in facsimile or electronically, by each director, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this Section 13 is effective when the last director signs the consent, unless the consent specifies a different effective date.

 

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Section 14. Chairman; Vice Chairman. The Board may designate from among its members a Chairman, which person may be an Executive Chairman (as described in Article V, Section 2 of these By-Laws), and may also designate a Vice Chairman. The Chairman shall preside at all meetings of stockholders and of the Board, and shall advise and counsel the officers of the Corporation and shall have and perform such duties as usually devolve upon his role and such other duties as are prescribed by these By-Laws and by the Board. The Vice Chairman shall, in the absence of the Chairman, preside at all meetings of stockholders and of the Board, and exercise and discharge the responsibilities and duties of the Chairman. He or she shall have and perform such other duties as may be prescribed or assigned by the Board or the Chairman.

ARTICLE IV

COMMITTEES

Section 1. Committees. The Board, by resolution passed by a majority of the Board, may designate one or more committees. Each such committee will consist of one or more directors and will have such lawfully delegable powers and duties as the Board may confer, except (1) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval or (2) adopting, amending or repealing any provision in these By- Laws or (3) such powers or duties the exercise of which, pursuant to the Certificate of Incorporation or these By-Laws, requires action by a majority of the Board. Any such committee designated by the Board will have such name as may be determined from time to time by resolution adopted by the Board.

Section 2. Appointments of Committee Members. The members of each committee of the Board will serve in such capacity at the pleasure of the Board or as may be specified in any resolution from time to time adopted by the Board.

Section 3. Quorum. Unless otherwise prescribed by the Board, a majority of the members of any committee of the Board will constitute a quorum for the transaction of business, and the act of a majority of the members present at a meeting at which there is a quorum will be the act of such committee.

Section 4. Committee Meetings. Regular meetings of any committee may be held at such times and places as such committee may from time to time determine. No notice of any such regular meeting need be given. Special meetings of a committee shall be called by the Secretary or any Assistant Secretary at the request of the Chairman, the Chief Executive Officer, the chairman of the committee or of any two members of the committee. Notice of the time and place of any special meeting of a committee shall be mailed, postage prepaid, to each director at least 48 hours before the time at which the meeting is to be held, or shall be sent by confirmed facsimile transmission or other form of electronic communication, or be delivered personally or by telephone, at least 24 hours before the time at which such meeting is to be held. Notice of any special meeting need not be given to any committee member who shall waive notice thereof. Any meeting of a committee shall be a legal meeting without notice thereof having been given, if all committee members shall be present thereat. Each committee of the Board may prescribe such other rules and its method of procedure, subject to these By-Laws and any rules prescribed by the Board, and will keep a written record of all actions taken by the committee.

 

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Section 5. Compensation. The Board may establish the compensation for, and reimbursement of the expenses of, directors for membership on the board and on committees of the Board, attendance at meetings of the Board or committees of the Board, and for other services by directors to the Corporation or any of its subsidiaries.

ARTICLE V

OFFICERS

Section 1. General. The officers of the Corporation may consist of an Executive Chairman, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, one or more Executive Vice Presidents, Senior Vice Presidents and/or Vice Presidents (some of whom may have particular authority and responsibilities as designated in their titles by the Board), a Secretary, a Controller, a Treasurer and such Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers or other subordinate officers as may from time to time be designated by the Board. One person may hold more than one office, and no officer (other than an Executive Chairman) need be a director. These said officers shall have all the usual powers and shall perform all of the usual duties incident to their respective offices and shall, in addition, perform such other duties as shall be assigned to them from time to time by the Board. In its discretion, the Board may leave unfilled any office, except that there shall always be either a Chief Executive Officer or a President of the Corporation.

Section 2. Executive Chairman. If the Board designates the Chairman as the Executive Chairman, he or she shall be an officer of the Corporation. The Executive Chairman: (i) shall provide advice and counsel to the Chief Executive Officer, the President and other members of senior management in areas such as corporate and strategic planning and policy, acquisitions, major capital expenditures and other areas requested by the Board; (ii) may sign and execute any document, deed, paper, mortgage, bond, stock certificate, contract or other instrument or obligation in the name and on behalf of the Corporation, except in cases where the execution thereof shall be expressly delegated by the Board or by these By-Laws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and (iii) shall, in general, perform all duties as may be prescribed by these By-Laws or assigned to him or her by the Board from time to time.

Section 3. Chief Executive Officer. Subject to the control of the Board, the Chief Executive Officer shall be responsible for the general management of the business of the Corporation and shall have supervisory authority over the general policies and business of the Corporation, and may sign and execute any document, deed, paper, mortgage, bond, stock certificate, contract or other instrument or obligation in the name and on behalf of the Corporation, except in cases where the execution thereof shall be expressly delegated by the Board or by these By-Laws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed, and shall exercise such other powers as the Board may from time to time direct. In the event that the positions of Chairman and Vice Chairman are unfilled, the Chief Executive Officer shall in addition have the authority and responsibilities of the Chairman.

 

24


Section 4. President. The President shall, subject to the powers of supervision and control conferred upon the Chief Executive Officer, have all necessary powers to discharge such responsibility including the powers to sign and execute any document, deed, paper, mortgage, bond, stock certificate, contract or other instrument or obligation in the name and on behalf of the Corporation, except in cases where the execution thereof shall be expressly delegated by the Board or by these By-Laws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed, and such other powers as the Board may from time to time direct. In the event that the office of Chief Executive Officer is unfilled, the President shall in addition have the authority and responsibilities of the Chief Executive Officer as specified in Section 3 of this Article.

Section 5. Chief Operating Officer. The Chief Operating Officer shall perform such duties as are customary for a chief operating officer to perform, including the powers to sign and execute any document, deed, paper, mortgage, bond, stock certificate, contract or other instrument or obligation in the name and on behalf of the Corporation, except in cases where the execution thereof shall be expressly delegated by the Board or by these By-Laws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed, and shall perform such other duties as from time to time may be assigned to him or her by the Board of Directors, the Chief Executive Officer or the President.

Section 6. Chief Financial Officer. The Chief Financial Officer shall perform such duties as are customary for a chief financial officer to perform, including the powers to sign and execute any document, deed, paper, mortgage, bond, stock certificate, contract or other instrument or obligation in the name and on behalf of the Corporation, except in cases where the execution thereof shall be expressly delegated by the Board or by these By-Laws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed, and shall perform such other duties as from time to time may be assigned to him or her by the Board of Directors, the Chief Executive Officer or the President.

Section 7. Executive and Senior Vice Presidents and Vice Presidents. Each Executive Vice President, Senior Vice President and Vice President shall exercise general supervision and have executive control of such departments of the Corporation’s business, or perform such other executive duties as shall from time to time be assigned to him or her by the Board, the Chief Executive Officer or by the President. The Board shall have the power to designate particular areas of authority and responsibility of an Executive Vice President, Senior Vice President or Vice President and to indicate such designation in such officer’s title. In case of the absence or disability of the Chief Executive Officer and the President, each Executive Vice President and Senior Vice President (without regard to whether his or her title specifies particular areas of authority and responsibility) and each Vice President whose title does not designate specific areas of authority and responsibility shall be vested with all the powers of the Chief Executive Officer and the President in respect of the powers to sign and execute any document, deed, paper, mortgage, bond, stock certificate, contract or other instrument or obligation in the name and on behalf of the Corporation, except in cases where the execution thereof shall be expressly delegated by the Board or by these By-Laws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed. In the case of each Vice President whose title indicates one or more specific areas of authority and responsibility, such Vice President’s authority and responsibilities shall be limited to the area or areas designated in such Vice President’s title as specified by the Board.

 

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Section 8. Secretary. The Secretary shall keep the minutes of the meetings of the stockholders and of the Board and of the Executive Committee, in books provided for the purpose; he or she shall see that all notices are duly given in accordance with the provisions of these By-Laws, or as required by law; he or she shall be custodian of the records and of the corporate seals of the Corporation; he or she shall see that the corporate seal is affixed to all documents, the execution of which, on behalf of the Corporation, under its seal, is duly authorized, and when so affixed may attest the same; and, in general, he or she shall perform all duties incident to the office of a secretary of a corporation, and such other duties as from time to time may be assigned by the Board. The Secretary may sign, with the Chief Executive Officer, the President, the Chief Financial Officer or a Vice President, certificates of the stock of the Corporation. The Secretary shall be sworn to the faithful discharge of his duties.

Section 9. Controller. The Controller shall report directly to the Chief Financial Officer, and shall have charge of the supervision of the accounting system of the Corporation, including the preparation and filing of all reports required by law to be made to any public authorities and officials. He or she shall perform such other duties as are usually associated with his office or as shall be assigned to him by the Board, the President or the Chief Financial Officer.

Section 10. Treasurer. The Treasurer shall report directly to the Chief Financial Officer, and shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit, or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board; he shall render to the Chief Executive Officer, the Chief Financial Officer and to the Board, whenever requested, an account of the financial condition of the Corporation; he or she may sign, with the Chief Executive Officer, the President, the Chief Financial Officer or a Vice President, certificates of stock of the Corporation; and, in general, shall perform all the duties incident to the office of a treasurer of a corporation, and such other duties as may be assigned by the Board.

Section 11. Assistant Officers. Each assistant officer shall perform such duties and have such responsibilities as may be delegated to him or her by the superior officer to whom he is made responsible, by designation of the Chief Executive Officer, or as the Board may prescribe. The Board may, from time to time, authorize any executive officer to appoint and remove assistant officers and prescribe the powers and duties thereof.

Section 12. Officers Holding Two or More Offices. Any person may hold two or more offices except that the person holding the office of Secretary may not also hold the office of Chairman, Vice Chairman, Chief Executive Officer or President and no officer shall execute, acknowledge or verify any instrument in more than one capacity, if such instrument be required by law, by the Certificate of Incorporation, or by these By-Laws, to be executed, acknowledged or verified by any two or more officers.

Section 13. Voting of Other Stock. Unless specifically directed otherwise by resolution of the Board, each of the Chief Executive Officer and the President shall have full power and authority on behalf of the Corporation to vote the stock of any other corporation owned or held by the Corporation at any meeting of the stockholders of such other corporation, or to execute the written consent of this Corporation to any action that may be taken by the stockholders of such other corporation without a meeting.

 

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Section 14. Compensation. The Board shall have power to fix the compensation of all officers of the Corporation. It may authorize any officer, upon whom the power of appointing subordinate officers may have been conferred, to fix the compensation of such subordinate officers.

Section 15. Removal. Any officer of the Corporation may be removed, with or without cause, by the Board at a meeting called for that purpose, or (except in case of an officer elected by the Board) by an officer upon whom such power of removal may have been conferred.

Section 16. Indemnification. The Corporation shall indemnify any person (including the heirs, executors or administrators of such a person) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in accordance with and to the fullest extent permitted by the DGCL as same may be amended from time to time, including the advancement of expenses incurred by the indemnified person in defending any such threatened, pending or completed action, suit or proceeding. To the extent the present or former spouse(s) of any party indemnified hereunder is made a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding solely by virtue of his or her marital relationship to such indemnified party, such spouse shall be indemnified hereunder to the fullest extent permitted by the DGCL as same may be amended from time to time. Except as the Board of the Corporation in its discretion (but subject to applicable law) may otherwise determine, such indemnification shall be afforded only if such person within 5 business days after his becoming aware of the institution of such action, suit or proceeding, shall have notified in writing by registered or certified mail, the Chief Executive Officer, President or Secretary of the Corporation of the institution of such action, suit or proceeding, and shall have furnished such Chief Executive Officer, President or Secretary with true copies of all papers served upon or otherwise received by such person relating to such action, suit or proceeding, and shall make available to officers or counsel of the Corporation all information necessary to keep the Corporation currently advised as to the status of such action, suit, or proceeding, and permit the Corporation, at its option and expense, at any time during the course of such action, suit or proceeding, through counsel of the Corporation’s choosing, to participate in or direct the defense thereof in good faith, and in case of any proposed settlement of any action, suit or proceeding the defense of which is not directed by the Corporation, to submit the proposed terms and conditions thereof to the Board of the Corporation for their approval, failing which no indemnification hereunder shall be afforded for any such settlement. Such indemnification as hereinabove provided shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any agreement, vote of stockholders or disinterested directors, or otherwise.

 

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ARTICLE VI

FISCAL YEAR

The fiscal year of the Corporation shall end on the thirty-first day of December in each year, or on such other day as may be fixed from time to time by the Board.

ARTICLE VII

SEAL

The Board shall provide a suitable seal, having inscribed thereon the name of the Corporation; the year of its incorporation and such other appropriate legend as may from time to time be determined by the Board. If deemed advisable by the Board, a duplicate seal or duplicate seals may be provided and kept for the necessary purposes of the Corporation.

ARTICLE VIII

STOCK

Section 1. Certificates. Certificates of stock shall be issued in such form as may be approved by the Board and shall be signed by the Chief Executive Officer, the President, the Chief Financial Officer or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, and sealed with the seal of the Corporation; provided, however, that where any such certificate is signed by a Transfer Agent and by a Registrar, the signature of any such Chief Executive Officer, President, Chief Financial Officer, Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary and the seal of the Corporation upon such certificates may be facsimiles engraved or printed thereon. The shares of the Corporation’s capital stock may be certificated or uncertificated in accordance with the laws of the State of Delaware.

Section 2. Transfer Agents and Registrars. The Board shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, registration, and transfer of certificates of stock, and may appoint Transfer Agents and Registrars thereof.

Section 3. Closing of Books. The Board shall have power to close the stock transfer books of the Corporation for a period not exceeding 60 days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect; provided, however, that in lieu of closing the stock transfer books as aforesaid, the Board may fix in advance a date, not exceeding 60 days preceding the date of any meeting of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

Section 4. Lost, Mutilated, or Destroyed Certificates. In case any certificate of stock is lost, mutilated or destroyed, the Board may authorize the issue of a new certificate in place thereof upon such terms and conditions, as it may deem advisable.

 

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ARTICLE IX

SIGNATURES

Section 1. Checks. All checks, drafts, notes or other obligations of the Corporation shall be signed by the Chief Executive Officer, the President, the Chief Financial Officer and/or a Vice President, and/or the Treasurer, Assistant Treasurer, Controller or by any person or persons thereunto authorized by the Board or the Executive Committee.

Section 2. Endorsements. All endorsements, assignments, transfers, stock powers or other instruments of transfer of securities standing in the name of the Corporation shall be executed for and in the name of the Corporation by the Chief Executive Officer, the President or a Vice President, and the Secretary or an Assistant Secretary, or by any person or persons thereunto authorized by the Board or the Executive Committee.

Section 3. Proxies. Except as otherwise authorized or directed from time to time by the Board or the Executive Committee, the Chief Executive Officer of the Corporation, or in his absence or disability, the President or an Executive or Senior Vice President of the Corporation, may authorize from time to time the signature and issuance of proxies to vote upon, and/or of consents or waivers in respect of, shares of stock of other corporations standing in the name of the Corporation. All such proxies, consents or waivers shall be signed in the name of the Corporation by the Chief Executive Officer, the President or an Executive or Senior Vice President and the Secretary or an Assistant Secretary.

ARTICLE X

NOTICE OF MEETINGS

Whenever by law or by the Certificate of Incorporation or by these By-Laws notice is required to be given to any stockholder, such notice shall be delivered by first-class mail, postage prepaid, and the time when the same shall be mailed shall be deemed to be the time of the giving of such notice.

ARTICLE XI

AMENDMENTS

These By-Laws may be amended or repealed or new By-Laws may be adopted only by the affirmative vote of the holders of not less than a majority of the stock issued and outstanding and entitled to vote thereon at any regular or special meeting of the stockholders, if notice of the proposed alteration or amendment be contained in the notice of meeting, or by the affirmative vote of a majority of the Board.

 

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EXHIBIT 4.1

DESCRIPTION OF COMMON STOCK

General

HF Sinclair Corporation (“HF Sinclair,” “we,” or “our”) is incorporated in the state of Delaware. The rights of our stockholders are generally covered by Delaware law and our certificate of incorporation (“Certificate”) and by-laws (“By-Laws”) (each as amended and restated and in effect as of the date hereof). The terms of our common stock are therefore subject to Delaware law, including the Delaware General Corporation Law (the “DGCL”), and the common and constitutional law of Delaware.

This exhibit describes the general terms of our common stock. This is a summary and does not purport to be complete. Our Certificate and By-Laws as they exist on the date of this Current Report on Form 8-K are incorporated by reference or filed as an exhibit to the Current Report on Form 8-K of which this exhibit is a part, and amendments or restatements of each will be filed with the Securities and Exchange Commission (the “Commission”) in future periodic or current reports in accordance with the rules of the SEC. You are encouraged to read those documents.

For more detailed information about the rights of our common stock, you should refer to our Certificate, By-Laws and the applicable provisions of Delaware law, including the DGCL, for additional information.

Common Stock

Our authorized common stock consists of 320,000,000 shares, par value $0.01 per share.

Dividend Rights

Each share of our common stock is entitled to participate equally in dividends as and when declared by our Board of Directors. The payment of dividends on our common stock may be limited by obligations we may have to holders of any preferred stock.

Voting Rights

Holders of our common stock are entitled to one vote for each share held on all matters submitted to them. Holders of our common stock do not have cumulative voting rights, meaning that holders of a majority of the shares of common stock voting for the election of directors can elect all the directors if they choose to do so.

Liquidation Rights

If we liquidate or dissolve our business, whether voluntarily or involuntarily, the holders of common stock will share ratably in the distribution of assets available for distribution to stockholders after creditors are paid and preferred stockholders, if any, receive their distributions.


Other Matters

The shares of common stock have no preemptive rights and are not convertible, redeemable or assessable or entitled to the benefits of any sinking fund.

Anti-Takeover Provisions

Certain provisions of the DGCL, our Certificate and our By-Laws summarized below may have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider in his or her best interest, including those attempts that might result in a premium over the market price for our common stock.

Preferred Stock

Our authorized preferred stock consists of 5,000,000 shares, par value $1.00 per share, issuable in series. Our Board of Directors can, without action by stockholders, issue one or more series of preferred stock. Our Board of Directors can determine for each series the number of shares, designation, relative voting rights, dividend rates, liquidation and other rights, preferences and limitations. In some cases, the issuance of preferred stock could delay or discourage a change in control of us.

The issuance of preferred stock, while providing desired flexibility in connection with possible acquisitions and other corporate purposes, could adversely affect the voting power of holders of our common stock. It could also affect the likelihood that holders of our common stock will receive dividend payments and payments upon liquidation.

Stockholder Proposals and Director Nominations

Our stockholders can submit stockholder proposals and nominate candidates for our Board of Directors if the stockholders follow advance notice procedures described in our By-Laws. Generally, stockholders must submit a written notice between 90 and 120 days before the first anniversary of the date of our previous year’s annual stockholders’ meeting.

The notice must set forth specific information regarding the stockholder and the proposal or director nominee, as described in our By-Laws. These requirements are in addition to those set forth in the regulations adopted by the SEC under the Securities Exchange Act of 1934.

Proxy Access

Our By-Laws permit a stockholder, or a group of up to 20 stockholders (with funds having specified relationships constituting a single stockholder), owning 3% or more of our outstanding common stock continuously for at least three years, to nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or 20% of our Board of Directors (rounded down to the nearest whole number), provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in our By-Laws and subject to the other terms and conditions set forth in our By-Laws. A stockholder’s Proxy Access Notice must be submitted not less than 120 calendar days before the first anniversary of the date our proxy statement was released to stockholders for the previous year’s annual stockholders’ meeting.


Stockholder Meetings; Action by Written Consent

Pursuant to our By-Laws, special meetings of stockholders may be called by the Chief Executive Officer or at the request in writing of a majority of our Board of Directors, a majority of the Executive Committee of HF Sinclair, or of stockholders owning a majority of the outstanding shares of our common stock. At any special meeting of the stockholders, only such nominations or business may be conducted or considered as shall have been properly brought before the meeting pursuant to the notice of meeting.

Our stockholders may act by written consent without a meeting, subject to the requirements in our By-Laws for setting a record date for the written consent. Any stockholder seeking to have the stockholders authorize or take corporate action must request that our Board of Directors fix a record date. Such notice must include the same information required for a stockholder proposal and be submitted to our Board of Directors as described in our By-Laws.

Size of Board and Vacancies; Removal

Our By-Laws provide that our Board of Directors will consist of between three and fourteen directors, as determined by resolution of the Board. Directors are elected to hold office until the next annual meeting. Vacancies on our Board of Directors shall be filled by a majority of the directors then in office.

Our By-Laws provide that at any meeting of the stockholders called for the purpose any director may, by vote of stockholders entitled to cast a majority of the votes then entitled to vote in the election of directors, be removed from office with or without cause.

Delaware Anti-takeover Statute

We are a Delaware corporation and are subject to Section 203 of the DGCL. In general, Section 203 prevents us from engaging in a business combination with an “interested stockholder” (generally, a person owning 15% or more of our outstanding voting stock) for three years following the time that person becomes a 15% stockholder unless one of the following is satisfied:

 

   

before that person became a 15% stockholder, our Board of Directors approved the transaction in which the stockholder became a 15% stockholder or approved the business combination;

 

   

upon completion of the transaction that resulted in the stockholder becoming a 15% stockholder, the stockholder owned at least 85% of our voting stock outstanding at the time the transaction began (excluding stock held by directors who are also officers and by employee stock plans that do not provide employees with the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer); and

 

   

after the transaction in which that person became a 15% stockholder, the business combination is approved by our Board of Directors and authorized at a stockholders’ meeting by at least two-thirds of the outstanding voting stock not owned by the 15% stockholder.


Under Section 203, these restrictions also do not apply to certain business combinations proposed by a 15% stockholder following the disclosure of an extraordinary transaction with a person who was not a 15% stockholder during the previous three years or who became a 15% stockholder with the approval of a majority of our directors. This exception applies only if the extraordinary transaction is approved or not opposed by a majority of our directors who were directors before any person became a 15% stockholder in the previous three years, or the successors of these directors.

Other Provisions

Our By-Laws provide that our By-Laws may be amended or repealed, or new by-laws may be adopted, only by the affirmative vote of the holders of not less than a majority of the stock issued and outstanding and entitled to vote at any regular or special meeting of the stockholders, if notice of the proposed alteration or amendment be contained in the notice of meeting, or by the affirmative vote of a majority of our Board of Directors.

Our Certificate also provides that our Board of Directors is expressly authorized to amend or repeal our By-Laws.

Listing

Our common stock is listed on the New York Stock Exchange and trades under the symbol “DINO.”

Transfer Agent and Registrar

EQ Shareowner Services is our transfer agent and registrar.

Exhibit 10.1

EIGHTH AMENDED AND RESTATED

MASTER THROUGHPUT AGREEMENT

(including Tankage and Loading Racks)

by and among

HOLLYFRONTIER REFINING & MARKETING LLC,

SINCLAIR OIL LLC

and

HOLLY ENERGY PARTNERS-OPERATING, L.P.

Effective as of March 14, 2022


TABLE OF CONTENTS

 

ARTICLE 1 DEFINITIONS AND INTERPRETATIONS

     2  

1.1DEFINITIONS

     2  

1.2INTERPRETATION

     2  

ARTICLE 2 AGREEMENT TO USE SERVICES

     2  

2.1INTENT

     2  

2.2MINIMUM REVENUE COMMITMENTS

     2  

2.3MEASUREMENT OF SHIPPED VOLUMES

     4  

2.4VOLUMETRIC GAINS AND LOSSES; LINE FILL; HIGH-API OIL SURCHARGE

     4  

2.5OBLIGATIONS OF HEP OPERATING

     4  

2.6DRAG REDUCING AGENTS AND ADDITIVES

     4  

2.7CHANGE IN THE DIRECTION; PRODUCT SERVICE OR ORIGINATION AND DESTINATION OF THE PIPELINE SYSTEM

     5  

2.8NOTIFICATION OF UTILIZATION

     5  

2.9SCHEDULING AND ACCEPTING MOVEMENT

     5  

2.10TAXES

     5  

2.11TIMING OF PAYMENTS

     5  

2.12INCREASES IN TARIFF RATES

     6  

2.13REMOVAL OF TANK FROM SERVICE

     6  

2.14NO GUARANTEED MINIMUM

     6  

ARTICLE 3 AGREEMENT TO REMAIN SHIPPER

     6  

ARTICLE 4 NOTIFICATION OF REFINERY SHUT-DOWN OR RECONFIGURATION

     7  

ARTICLE 5 FORCE MAJEURE

     7  

ARTICLE 6 AGREEMENT NOT TO CHALLENGE PIPELINE TARIFFS

     7  

ARTICLE 7 EFFECTIVENESS AND TERM

     8  

ARTICLE 8 RIGHT TO ENTER INTO A NEW AGREEMENT

     8  

8.1NEGOTIATION PURSUANT TO WRITTEN NOTICE

     8  

8.2NEGOTIATION IN THE ABSENCE OF WRITTEN NOTICE

     9  

ARTICLE 9 NOTICES

     9  

ARTICLE 10 DEFICIENCY PAYMENTS

     9  

10.1DEFICIENCY NOTICE; DEFICIENCY PAYMENTS

     9  

10.2DISPUTED DEFICIENCY NOTICES

     10  

10.3PAYMENT OF AMOUNTS NO LONGER DISPUTED

     10  

10.4CONTRACT QUARTERS INDEPENDENT

     10  

ARTICLE 11 RIGHT OF FIRST REFUSAL

     10  

ARTICLE 12 INDEMNITY; LIMITATION OF DAMAGES

     10  

12.1INDEMNITY; LIMITATION OF LIABILITY

     10  

12.2SURVIVAL

     11  

ARTICLE 13 MISCELLANEOUS

     11  

13.1AMENDMENTS AND WAIVERS

     11  

13.2SUCCESSORS AND ASSIGNS

     12  

13.3SEVERABILITY

     12  

13.4CHOICE OF LAW

     12  

13.5RIGHTS OF LIMITED PARTNERS

     12  

13.6FURTHER ASSURANCES

     13  

13.7HEADINGS

     13  

 

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ARTICLE 14 GUARANTEE BY HF SINCLAIR

     13  

14.1PAYMENT GUARANTY

     13  

14.2GUARANTY ABSOLUTE

     13  

14.3WAIVER

     14  

14.4SUBROGATION WAIVER

     14  

14.5REINSTATEMENT

     14  

14.6CONTINUING GUARANTY

     14  

14.7NO DUTY TO PURSUE OTHERS

     14  

ARTICLE 15 GUARANTEE BY THE PARTNERSHIP

     15  

15.1PAYMENT AND PERFORMANCE GUARANTY

     15  

15.2GUARANTY ABSOLUTE

     15  

15.3WAIVER

     15  

15.4SUBROGATION WAIVER

     16  

15.5REINSTATEMENT

     16  

15.6CONTINUING GUARANTY

     16  

15.7NO DUTY TO PURSUE OTHERS

     16  

EXHIBITS

Exhibit A – Definitions

Exhibit B – Interpretation

Exhibit C – Applicable Assets, Product, Minimum Capacity Commitment, Tariffs, Tariff Adjustments and Applicable Terms

Exhibit D – Measurement of Shipped Volumes

Exhibit E – Volumetric Gains and Losses; Line Fill; High-API Oil Surcharge

Exhibit F – Increases in Tariff Rates as a Result of Changes in Applicable Law

Exhibit G – Special Provisions: Malaga Pipeline System

Exhibit G-1 – Construction Projects

Exhibit G-2 – Devon Lease Connections

Exhibit H – Special Provisions: El Dorado Assets

Exhibit H-1 – El Dorado Loading Rack

Exhibit H-2 – El Dorado Tankage

Exhibit H-3 – Specifications for New Tank

Exhibit I – Special Provisions: Navajo Tanks

Exhibit I-2 – Navajo Tanks

Exhibit J – Special Provisions: Tulsa East Assets

Exhibit J-1 – Tulsa Group 1 Loading Rack

Exhibit J-2 – Tulsa Group 1 Pipeline

Exhibit J-3 – Tulsa Group 1 Tankage

Exhibit J-4 – Tulsa Group 2 Loading Rack

Exhibit J-5 – Tulsa Group 2 Tankage

Exhibit K – Special Provisions: El Dorado Crude Tank Farm Assets

Exhibit K-1 – El Dorado Crude Tankage and Jayhawk Tankage

Exhibit K-2 – El Dorado Terminal Quality Specifications

Exhibit L-1 – Tulsa West Tankage

Exhibit L-2 – Special Provisions: Tulsa West Tankage

Exhibit M – Special Provisions: Orla Truck Terminal

Exhibit N-1 – HFRM Refined Products Pipelines

 

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Exhibit N-2 – HFRM Refined Products Terminals and Terminalling Fees

Exhibit N-3 – Special Provisions: Refined Products Pipelines and Refined Products Terminals

Exhibit O-1 – Special Provisions: Cushing Connect Pipeline

Exhibit O-2 – Specifications for Cushing Tulsa Interconnection System

Exhibit P – Crude Tankage

Exhibit Q-1 – Tulsa West Lube Racks

Exhibit Q-2 – Special Provisions: Tulsa West Lube Racks

Exhibit R-1 – Sinclair Refined Products Pipelines

Exhibit R-2 – Sinclair Refined Products Terminals and Terminalling Fees

Exhibit R-3 – Special Provisions: Sinclair Assets

 

iii


EIGHTH AMENDED AND RESTATED

MASTER THROUGHPUT AGREEMENT

This Eighth Amended and Restated Master Throughput Agreement (this “Agreement”) is entered into as of March 14, 2022 and effective as of the Effective Time (as defined below) by and among HOLLYFRONTIER REFINING & MARKETING LLC (“HFRM”), SINCLAIR OIL LLC (“Sinclair”) and HOLLY ENERGY PARTNERS - OPERATING, L.P. (“HEP Operating”). Each of HFRM, Sinclair and HEP Operating are collectively referred to herein as the “Parties.”

RECITALS:

A. In connection with that certain Pipeline Throughput Agreement (Roadrunner), dated as of December 1, 2009, between HFRM (as successor in interest to HollyFrontier Navajo) and HEP Operating, HEP Operating agreed to provide certain transportation services for HFRM on the Roadrunner Pipeline, as defined below.

B. In connection with that certain Loading Rack Throughput Agreement (Lovington), dated as of March 31, 2010, between HFRM (as successor in interest to HollyFrontier Navajo) and HEP Operating (as successor in interest to Holly Energy Storage-Lovington LLC), HEP Operating agreed to provide certain loading services for HFRM with respect to the Lovington Loading Rack, as defined below.

C. In connection with that Second Amended and Restated Pipelines, Tankage and Loading Rack Throughput Agreement (Tulsa East), dated as of August 31, 2011, between HFRM (as successor in interest to Holly Refining and Marketing-Tulsa LLC) and HEP Operating (as successor in interest to HEP Tulsa LLC and Holly Energy Storage - Tulsa LLC), HEP Operating agreed to provide certain transportation, storage and loading services to HFRM with respect to the Tulsa Interconnecting Pipelines, as defined below.

D. In connection with that certain First Amended and Restated Tankage, Loading Rack and Crude Oil Receiving Throughput Agreement (Cheyenne), dated as of January 11, 2012 between HFRM (as successor in interest to Frontier Refining LLC) and HEP Operating (as successor in interest to Cheyenne Logistics LLC), HEP Operating agreed to provide certain storage and loading services to HFRM with respect to the Cheyenne Assets (as defined in the Previous Amended and Restated Master Throughput Agreement).

E. In connection with that certain Second Amended and Restated Pipeline Delivery, Tankage and Loading Rack Throughput Agreement (El Dorado), dated as of January 7, 2014 between HFRM (as successor in interest to Frontier El Dorado Refining LLC) and HEP Operating (as successor in interest to El Dorado Logistics LLC), HEP Operating agreed to provide certain transportation, storage and loading services to HFRM with respect to the El Dorado Assets, as defined below.

F. In connection with that certain Amended and Restated Transportation Services Agreement (Malaga), dated September 26, 2014, between HFRM and HEP Operating, HEP Operating agreed to provide certain transportation services to HFRM with respect to the Malaga Pipeline System, as defined below.

G. HEP Operating owns certain other pipelines, tankage and other assets which it desires to utilize to provide transportation, storage and loading services for HFRM and Sinclair.

 

1


H. The Parties (other than Sinclair) entered into that certain Master Throughput Agreement, effective January 1, 2015 (the “Original Master Throughput Agreement”) pursuant to which HEP Operating agreed to provide certain transportation, storage and loading services with respect to the Applicable Assets, as defined below, and pursuant to which the Parties (other than Sinclair) agreed that such services would no longer be provided pursuant to the Prior Agreements.

I. The Original Master Throughput Agreement has been further amended and restated, resulting in that certain Seventh Amended and Restated Master Throughput Agreement, effective January 1, 2021 (the “Previous Amended and Restated Master Throughput Agreement”).

J. The Parties now desire to amend and restate the Previous Amended and Restated Master Throughput Agreement in its entirety as follows to, among other things, add Sinclair as a Party hereto with respect to the Sinclair Assets (as defined herein).

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

ARTICLE 1

DEFINITIONS AND INTERPRETATIONS

1.1 Definitions. Capitalized terms used throughout this Agreement and not otherwise defined herein shall have the meanings set forth on Exhibit A.

1.2 Interpretation. Matters relating to the interpretation of this Agreement are set forth on Exhibit B.

ARTICLE 2

AGREEMENT TO USE SERVICES

2.1 Intent. The Parties intend to be strictly bound by the terms set forth in this Agreement, which sets forth revenues to HEP Operating to be paid by HFRM and Sinclair as applicable, and requires HEP Operating to provide certain transportation, storage and loading services to HFRM and Sinclair. The principal objective of HEP Operating is for HFRM and Sinclair to meet or exceed their respective obligations with respect to the Minimum Revenue Commitment. The principal objective of HFRM and Sinclair is for HEP Operating to provide services to HFRM and Sinclair in a manner that enables HFRM and Sinclair to transport, store and/or load Products on, in or at the Applicable Assets. It is the Parties’ further intent that the terms and provisions of this Agreement shall be effective and govern from and after the Effective Time. Any matter first arising prior to the Effective Time shall be governed by the respective agreement relating thereto referenced in the Recitals.

2.2 Minimum Revenue Commitments. During the Applicable Term and subject to the terms and conditions of this Agreement, and as further set forth in Exhibit C, HFRM and Sinclair agree as follows:

(a) Capacity and Revenue Commitment. Subject to Article 4, each of HFRM and Sinclair shall pay HEP Operating Applicable Tariffs for their respective use of the Applicable Assets and associated services as provided herein that result in the payment of an amount that will satisfy the Minimum Revenue Commitment in exchange for HEP Operating providing each of HFRM and Sinclair a minimum capacity in each of the Applicable Assets equal to the Minimum Capacity Commitment. The “Minimum Revenue Commitment” shall be the aggregate sum of the revenue to HEP Operating for each Contract Quarter determined by multiplying the Minimum Throughput Commitment for each Applicable Asset for such Contract Quarter, by the Base Tariff for such Applicable Asset in effect for such Contract Quarter. The “Minimum Capacity Commitment” means the amount set forth on Exhibit C for each Applicable Asset.

 

2


(b) Applicable Tariffs. Each of HFRM and Sinclair shall pay (i) the applicable Base Tariffs for all quantities of their respective Product transported, stored or loaded at, on or through the Applicable Assets in each Contract Quarter during the Applicable Term up to and including the applicable Incentive Tariff Threshold for such Applicable Asset set forth on Exhibit C, (ii) the applicable Incentive Tariff for quantities in excess of the Incentive Tariff Threshold and, (iii) if applicable, the Excess Tariff for the Applicable Asset for quantities in excess of the Excess Tariff Threshold. HFRM shall pay the applicable fees for all quantities of its Product transported, stored or loaded at, on or through the HFRM Refined Products Terminals in each Contract Quarter during the Applicable Term set forth on Exhibit N-2. Sinclair shall pay the applicable fees for all quantities of its Product transported, stored or loaded at, on or through the Sinclair Refined Products Terminals in each Contract Quarter during the Applicable Term set forth on Exhibit R-2.

(c) Adjustment of Applicable Tariffs. The Applicable Tariffs shall be adjusted in the manner set forth on Exhibit C. To evidence the Parties’ agreement to each adjusted Applicable Tariff, the Parties may, but shall not be required to, execute an amended, modified, revised or updated Exhibit C and attach it to this Agreement. If executed, such amended, modified, revised or updated Exhibit C shall be sequentially numbered (e.g. Exhibit C-1, Exhibit C-2, etc.), dated and appended as an additional exhibit to this Agreement and shall replace the prior version of Exhibit C in its entirety, after its date of effectiveness. The applicable fees in respect of the HFRM Refined Products Terminals shall be adjusted as set forth on Exhibit N-2. The applicable fees in respect of the Sinclair Refined Products Terminals shall be adjusted as set forth on Exhibit R-2.

(d) Reduction for Non-Force Majeure Operational Difficulties. If either HFRM or Sinclair is unable to transport, store and/or load on, in or at any Applicable Asset the volumes of Products required to meet the Minimum Revenue Commitment for such Applicable Asset for a particular Contract Quarter as a result of HEP Operating’s operational difficulties, prorationing, or the inability to provide sufficient capacity for the Minimum Throughput Commitment, then the Minimum Revenue Commitment applicable to the Contract Quarter during which HFRM or Sinclair is unable to transport, store and/or load such volumes of Products will be reduced by an amount equal to: (A) the volume of Products that HFRM or Sinclair was unable to transport, store and/or load on, in or at such Applicable Assets (but not to exceed the Minimum Throughput Commitment), as a result of HEP Operating’s operational difficulties, prorationing or inability to provide sufficient capacity on the Applicable Assets to achieve the Minimum Throughput Commitment, multiplied by (B) the applicable Base Tariff. This Section 2.2(d) shall not apply in the event HEP Operating gives notice of a Force Majeure event in accordance with the terms of the Omnibus Agreement, in which case the Minimum Revenue Commitment shall be suspended to the extent contemplated in Article IX of the Omnibus Agreement.

(e) Pro-Rationing for Partial Periods. Notwithstanding the other portions of this Section 2.2, in the event that the commencement date of the Applicable Term for any group of Applicable Assets is any date other than the first day of a Contract Quarter, then the Minimum Revenue Commitment, Minimum Throughput Commitment, and any applicable Incentive Tariffs for the initial partial Contract Quarter with respect to such group of Applicable Assets shall be prorated based upon the number of days actually in such partial Contract Quarter. Similarly, notwithstanding the other portions of this Section 2.2 if the last day of the Applicable Term for any group of Applicable Assets is on a day other than the last day of a Contract Quarter, then the Minimum Revenue Commitment, Minimum Throughput Commitment, and any applicable Incentive Tariff for the final partial Contract Quarter with respect to such group of Applicable Assets shall be prorated based upon the number of days actually in such partial Contract Quarter and the initial Contract Quarter.

 

3


2.3 Measurement of Shipped Volumes. Matters with respect to the measurement of shipped volumes are set forth on Exhibit D.

2.4 Volumetric Gains and Losses; Line Fill; High-API Oil Surcharge. Matters with respect to volumetric gains and losses, line fill and high-API oil surcharges are set forth on Exhibit E.

2.5 Obligations of HEP Operating. During the Applicable Term and subject to the terms and conditions of this Agreement, HEP Operating agrees to:

(a) own or lease, operate and maintain (directly or through a Subsidiary) the Applicable Assets and all related assets necessary to handle the applicable Products from HFRM and Sinclair;

(b) make available for each of HFRM and Sinclair’s respective use the capacity of the Applicable Assets of at least the Minimum Capacity Commitment;

(c) provide the services required under this Agreement and perform all operations relating to the Applicable Assets, including tank gauging, tank maintenance, loading trucks, interaction with third party pipelines and customer interface for access agreements (as applicable) and performance of all operations and maintenance for the Applicable Assets;

(d) maintain adequate property and liability insurance covering the Applicable Assets and any related assets owned by HEP Operating or its affiliates and necessary for the operation of the Applicable Assets; and

(e) at the request of either HFRM or Sinclair, and subject in any case to any applicable common carrier proration duties and commitments to other third-party shippers, use commercially reasonable efforts to transport, store and/or load on the Applicable Assets for HFRM or Sinclair, as applicable, each month during the Applicable Term the quantity of Products that either HFRM or Sinclair designates from time to time, but in no event less than the Minimum Capacity Commitment.

Notwithstanding the first sentence of this Section 2.5, subject to the dispute resolution provisions of the Omnibus Agreement and with respect to the Tulsa Assets, the Tulsa Purchase Agreements, HEP Operating or its Affiliate is free to sell any of its assets, including any Applicable Assets, and each of HFRM and Sinclair are free to merge with another entity and to sell all of their respective assets or equity to another entity at any time.

2.6 Drag Reducing Agents and Additives. If HEP Operating determines that adding drag reducing agents (“DRA”) to the Products is reasonably required to move the Products in the quantities necessary to meet HFRM or Sinclair’s respective schedule or as may be otherwise be required to safely move such quantities of Products or that additives should be used in the operation of the Applicable Assets, HEP Operating shall provide HFRM or Sinclair with an analysis of the proposed cost and benefits thereof. In the event that HFRM or Sinclair agrees to use such additives for their respective operations as proposed by HEP Operating, HFRM or Sinclair shall reimburse HEP Operating for the costs of adding any DRA or additives. If HEP Operating reasonably determines that additives or chemicals must be added to any of the pipelines included in the Applicable Assets to prevent or control internal corrosion of the pipe, then HFRM and/or Sinclair shall reimburse HEP Operating for the direct cost of the chemical and associated injection equipment.

 

4


2.7 Change in the Direction; Product Service or Origination and Destination of the Pipeline System. Without HFRM and Sinclair’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), HEP Operating shall not (i) reverse the direction of flow of any Pipeline; (ii) change, alter or modify the Product service of any Pipeline; or (iii) change, alter or modify the origination or destination of any Pipeline; provided, however, that HEP Operating may take any necessary emergency action to prevent or remedy a release of Products from a Pipeline without obtaining the consent required by this Section 2.7. HFRM and Sinclair shall have the right to reverse the direction of flow of any segment of a Pipeline where it is the sole shipper of Products if, in each case, HFRM or Sinclair agree to (1) reimburse HEP Operating for the additional costs and expenses incurred by HEP Operating as a result of such change in direction (both to reverse and re-reverse); (2) reimburse HEP Operating for all costs arising out of HEP Operating’s inability to perform under any transportation service contract due to the reversal of the direction of flow of the Pipeline; and (3) pay the Applicable Tariffs in accordance with this Agreement, for any such flow reversal. With respect to the Malaga Pipeline System, the foregoing shall apply regardless of whether the Product shipped in such manner reaches an injection point for the Centurion Pipeline or Plains Pipeline. HEP Operating shall not acquire any right, title or interest in the Products, and all title to and ownership of the Products while the same is in the possession of HEP Operating shall be and shall remain exclusively in either HFRM or Sinclair. HEP Operating shall not represent itself to any third party as the owner of any of the Products and shall hold the same in trust for HFRM and Sinclair. HFRM and Sinclair shall advise HEP Operating in writing of any change in Product ownership while in the Applicable Assets. If any of HFRM or Sinclair’s respective Product is sold, exchanged, or otherwise changes ownership while in the Applicable Assets, HFRM or Sinclair shall nonetheless be responsible for the terms and conditions of this Agreement the same as if Products had been owned by HFRM or Sinclair.

2.8 Notification of Utilization. Upon request by HEP Operating, each of HFRM and Sinclair will provide to HEP Operating written notification of their respective reasonable good faith estimate of their anticipated future utilization of the Applicable Assets as soon as reasonably practicable after receiving such request.

2.9 Scheduling and Accepting Movement. HEP Operating will use its reasonable commercial efforts to schedule and accept movements of Products in a manner that is consistent with the historical dealings between the Parties and their Affiliates, as such dealings may change from time to time.

2.10 Taxes. Each of HFRM and Sinclair will pay all of their respective taxes, import duties, license fees and other charges by any Governmental Authority levied on or with respect to the Products handled by HFRM or Sinclair for transportation, storage and/or loading by HEP Operating. Should any Party be required to pay or collect any taxes, duties, charges and or assessments pursuant to any Applicable Law or authority now in effect or hereafter to become effective which are payable by the any other Party pursuant to this Section 2.10 the proper Party shall promptly reimburse the other Party therefor.

2.11 Timing of Payments. Each of HFRM and Sinclair will make their respective payments to HEP Operating by electronic payment with immediately available funds on a monthly basis during the Applicable Term with respect to services rendered or reimbursable costs or expenses incurred by HEP Operating under this Agreement in the prior month. Payments not received by HEP Operating on or prior to the tenth day following the invoice date will accrue interest at the Prime Rate from the applicable payment date until paid.

 

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2.12 Increases in Tariff Rates. If new Applicable Laws are enacted that require HEP Operating to make capital expenditures with respect to the Applicable Assets, HEP Operating may amend the Applicable Tariffs in the manner set forth in Exhibit F, in order to recover HEP Operating’s cost of complying with such new Applicable Laws (as determined in good faith and including a reasonable return). HFRM, Sinclair and HEP Operating shall use their reasonable commercial efforts to comply with such new Applicable Laws, and shall negotiate in good faith to mitigate the impact of such new Applicable Laws and to determine the amount of the new Applicable Tariff rates. If HFRM, Sinclair and HEP Operating are unable to agree on the amount of the new Applicable Tariff rates that HEP Operating will charge, such Applicable Tariff rates will be resolved in the manner provided for in the Omnibus Agreement. Any other applicable exhibit to this Agreement will be updated, amended or revised, as applicable, in accordance with this Agreement to reflect any changes in Applicable Tariff rates established in accordance with this Section 2.12.

2.13 Removal of Tank from Service. The Parties agree that if a tank included in the Applicable Assets is removed from service, then HEP Operating will not be required to utilize, operate or maintain such tank or provide the services required under this Agreement with respect to such tank (and there will be no adjustment to the applicable Minimum Revenue Commitment). The Parties acknowledge that provisions relating to the inspection, repair and maintenance of tanks included in the Applicable Assets are set forth in the Master Lease and Access Agreement, and such provisions are in addition to, and not in substitution of, the terms set forth in this Section 2.13.

2.14 No Guaranteed Minimum. Notwithstanding anything to the contrary set forth in this Agreement, there is no requirement that either HFRM or Sinclair deliver any minimum quantity of Product for transport, storage, handling or loading on, over or in the Applicable Assets, it being understood that HFRM and Sinclair’s respective obligation for failing to ship, store or load sufficient quantities of Product to satisfy the Minimum Revenue Commitment is to make Deficiency Payments as provided in Article 10.

2.15 Ethanol Blending. For any Applicable Asset at which HEP Operating provides ethanol blending services to HFRM or Sinclair, HEP Operating agrees to allow HFRM or Sinclair or their respective representative to perform (i) periodic audits of the ethanol blending operation to assess whether the overall volumes of ethanol used by HEP Operating are consistent with HFRM and Sinclair’s ethanol blending specifications and that the ethanol was blended with HFRM or Sinclair’s respective gasoline or blend stock; and (ii) periodic sampling and testing of the gasoline produced subsequent to the ethanol blending and periodic inspections to ensure the contractual requirements between HEP Operating and HFRM or Sinclair respectively are being met.

ARTICLE 3

AGREEMENT TO REMAIN SHIPPER

With respect to any Product that is transported, stored or loaded in connection with any of the Applicable Assets by HFRM or Sinclair, each of HFRM and Sinclair agree that they will continue acting in the capacity of the shipper of any such Product for their own account at all times that such Product is being transported, stored, handled or loaded in the Applicable Assets.

 

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ARTICLE 4

NOTIFICATION OF REFINERY SHUT-DOWN OR RECONFIGURATION

If a Refinery shuts down or the Refinery owner reconfigures the Refinery or any portion of the Refinery (excluding planned maintenance turnarounds) and HFRM or Sinclair reasonably believes in good faith that such shut down or reconfiguration will jeopardize their respective ability to satisfy their applicable Minimum Revenue Commitments under this Agreement, then within 90 days of the delivery of the written notice of the planned shut down or reconfiguration, HFRM or Sinclair shall (A) propose a new Minimum Revenue Commitment under this Agreement, as applicable, such that the ratio of the new applicable Minimum Revenue Commitment under this Agreement over the anticipated production level following the shut down or reconfiguration will be approximately equal to the ratio of the original applicable Minimum Revenue Commitment under this Agreement over the original production level and (B) propose the date on which the new Minimum Revenue Commitment under this Agreement shall take effect. Unless objected to by HEP Operating within 60 days of receipt by HEP Operating of such proposal, such new Minimum Revenue Commitment under this Agreement shall become effective as of the date proposed by either HFRM or Sinclair. To the extent that HEP Operating does not agree with HFRM or Sinclair’s respective proposal, any changes in HFRM or Sinclair’s respective obligations under this Agreement, or the date on which such changes will take effect, will be determined pursuant to the dispute resolution provisions of the Omnibus Agreement. Any applicable exhibit to this Agreement will be updated, amended or revised, as applicable, in accordance with this Agreement to reflect any change in the applicable Minimum Revenue Commitment under this Agreement agreed to in accordance with this Section 4.1.

In addition, in the event of a partial shutdown or a reconfiguration of the Navajo Refinery, HFRM agrees to utilize the Refined Products Pipelines and the Navajo Refinery truck rack for 100% of the Navajo Refinery output for the duration of such partial shutdown or reconfiguration.

Notwithstanding anything to the contrary herein, neither HFRM nor Sinclair shall have any rights under this Article IV with respect to the Sinclair Refinery or the Casper Refinery until March 14, 2027.

ARTICLE 5

FORCE MAJEURE

The rights and obligations of the Parties upon the occurrence of an event of Force Majeure will be determined in the manner set forth in the Omnibus Agreement; provided that (a) any suspension of the obligations of the Parties under this Agreement as a result of an event of Force Majeure shall extend the Applicable Term (to the extent so affected) for a period equivalent to the duration of the inability set forth in the Force Majeure Notice, (b) HFRM or Sinclair will be required to pay any respective amounts accrued and due under this Agreement at the time of the Force Majeure event, and (c) if a Force Majeure event prevents either Party from performing substantially all of their respective obligations under this Agreement relating to a group of HFRM or Sinclair’s respective Applicable Assets for a period of more than one (1) year, this Agreement may be terminated as to such Applicable Assets (but not as to unaffected Applicable Assets) by the affected Party providing written notice thereof to the other Party.

ARTICLE 6

AGREEMENT NOT TO CHALLENGE PIPELINE TARIFFS

HFRM and Sinclair agree to any tariff rate changes for Pipelines in accordance with this Agreement. HFRM and Sinclair agree (a) not to challenge, nor to cause their respective Affiliates to challenge, nor to encourage or recommend to any other Person that it challenge, or voluntarily assist in any way any other Person in challenging, in any forum, interstate or intrastate tariffs (including joint tariffs) of HEP Operating (or its Affiliates) that HEP Operating (or its Affiliate) has filed or may file containing rates,

 

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rules or regulations that are in effect at any time during the Applicable Term and regulate the transportation of the Products on any Pipelines, (b) not to protest or file a complaint, nor cause their respective Affiliates to protest or file a complaint, nor encourage or recommend to any other Person that it protest or file a complaint, or voluntarily assist in any way any other Person in protesting or filing a complaint, with respect to regulatory filings that HEP Operating or its Affiliate has made or may make at any time during the Applicable Term to change interstate or intrastate tariffs (including joint tariffs) for transportation of Products on any Pipelines, and (c) not to seek, nor cause any of their respective Affiliates to seek, nor encourage or recommend to any other Person that it seek, or voluntarily assist in any way any other Person in seeking, regulatory review of, or regulatory jurisdiction over, the contractual rates charged at any time during the term of this Agreement by HEP Operating for terminalling services or to challenge, in any forum, such rates or changes to such rates, in each case so long as such tariffs, regulatory filings or rates changed do not conflict with the terms of this Agreement.

ARTICLE 7

EFFECTIVENESS AND APPLICABLE TERM

This Agreement shall be effective as to each group of Applicable Assets as of the date and time set forth on Exhibit C (or, in the case of the HFRM Refined Products Terminals and Sinclair Refined Products Terminals, Exhibit N-2 and Exhibit R-2 respectively) and shall terminate with respect to each group of Applicable Assets as of the date and time set forth on Exhibit C (or, in the case of the HFRM Refined Products Terminals and Sinclair Refined Products Terminals, Exhibit N-2 and Exhibit R-2 respectively), unless extended by written mutual agreement of the Parties or as set forth in Article 8 (each, the “Applicable Term”). The Party desiring to extend this Agreement with respect to any group of Applicable Assets pursuant to this Article 7 shall provide prior written notice to the other Party of its desire to so extend this Agreement; such written notice shall be provided not more than twenty-four (24) months and not less than the later of twelve (12) months prior to the date of termination of the Applicable Term or ten (10) days after receipt of a written request from the other Party (which request may be delivered no earlier than twelve (12) months prior to the date of termination of the Applicable Term) to provide any such notice or lose such right.

ARTICLE 8

RIGHT TO ENTER INTO A NEW AGREEMENT

8.1. Negotiation Pursuant to Written Notice. In the event that either HFRM or Sinclair provides prior written notice to HEP Operating of the desire of either HFRM or Sinclair to extend this Agreement for their respective specific group of Applicable Assets by written mutual agreement of the Parties pursuant to Article 7, the Parties shall negotiate in good faith to extend this Agreement by written mutual agreement with respect to such specific group of Applicable Assets, but, if such negotiations fail to produce a written mutual agreement for extension by a date six months prior to the termination date for such group of Applicable Assets, then HEP Operating shall have the right to negotiate to enter into one or more throughput, tankage or transportation services agreements for either HFRM or Sinclair’s respective Minimum Capacity Commitment for such Applicable Assets with one or more third parties to begin after the date of termination, provided, however, that until the end of one year following termination without renewal of this Agreement for such group of Applicable Assets, either HFRM or Sinclair respectively will have the right to enter into a new throughput, tankage or transportation services or transportation services agreement with HEP Operating with respect to their respective Minimum Capacity Commitment on the date of termination on commercial terms that substantially match the terms upon which HEP Operating proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity of such group of Applicable Assets. In such circumstances, HEP Operating shall

 

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give HFRM and Sinclair at least forty-five (45) days prior written notice of any proposed new throughput agreement with a third party, and such notice shall inform HFRM and Sinclair of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement. HFRM and Sinclair shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM and Sinclair shall lose the rights specified by this Section 8.1 with respect to the capacity that is the subject of such notice.

8.2. Negotiation in the Absence of Written Notice. In the event that either HFRM or Sinclair fails to provide prior written notice to HEP Operating of the desire to extend this Agreement for a specific group of Applicable Assets by written mutual agreement of the Parties pursuant to Article 7, HEP Operating shall have the right, during the period from the date of either HFRM or Sinclair’s respective failure to provide written notice pursuant to Article 7 to the date of termination of this Agreement, to negotiate to enter into one or more throughput, tankage or transportation services agreements for HFRM or Sinclair’s respective Minimum Capacity Commitment for the such group of Applicable Assets with one or more third parties to begin after the date of termination; provided, however, that at any time during the twelve (12) months prior to the expiration of the Applicable Term, HFRM or Sinclair will have the right to enter into a new throughput, tankage agreement with HEP Operating with respect to their existing respective Minimum Capacity Commitment at such time on commercial terms that substantially match the terms upon which HEP Operating proposes to enter into an agreement with a third party for similar services with respect to all or a material portion of such capacity on such group of Applicable Assets. In such circumstances, HEP Operating shall give HFRM or Sinclair forty-five (45) days prior written notice of any proposed new agreement with a third party, and such notice shall inform HFRM or Sinclair of the fee schedules, tariffs, duration and any other material terms of the proposed third party agreement and HFRM or Sinclair shall have forty-five (45) days following receipt of such notice to agree to the terms specified in the notice or HFRM or Sinclair shall lose the rights specified by this Section 8.2 with respect to the capacity that is the subject of such notice.

ARTICLE 9

NOTICES

Any notice or other communication given under this Agreement shall be in writing and shall be provided in the manner set forth in the Omnibus Agreement.

ARTICLE 10

DEFICIENCY PAYMENTS

10.1 Deficiency Notice; Deficiency Payments. As soon as practicable following the end of each Contract Quarter under this Agreement, HEP Operating shall deliver to HFRM or Sinclair a written notice (the “Deficiency Notice”) detailing any failure of HFRM or Sinclair to meet any of their respective Minimum Revenue Commitments set forth on Exhibit C; provided, however, that HFRM and Sinclair’s respective obligations pursuant to the Minimum Revenue Commitment shall be assessed on a quarterly basis for the purposes of this Article 10. Notwithstanding the previous sentence, any deficiency owed by either HFRM or Sinclair due to their failure to satisfy any Minimum Revenue Commitment, if any, set forth on Exhibit C, as to any Applicable Asset for a Contract Quarter shall be offset by any revenue owed to HEP Operating in excess of any Minimum Revenue Commitment for such Contract Quarter set forth on Exhibit C from any other Applicable Asset at the same location. The Deficiency Notice shall (i) specify in reasonable detail the nature of any deficiency and (ii) specify the approximate dollar amount that HEP Operating believes would have been paid by either HFRM or Sinclair to HEP Operating if HFRM or Sinclair had complied with their respective Minimum Revenue Commitment obligations pursuant to this Agreement (the “Deficiency Payment”). HFRM and Sinclair shall pay their respective Deficiency Payment to HEP Operating upon the later of: (A) ten (10) days after their receipt of the Deficiency Notice and (B) thirty (30) days following the end of the related Contract Quarter.

 

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10.2 Disputed Deficiency Notices. If HFRM or Sinclair disagree with the Deficiency Notice, then, following the payment of the undisputed portion of the Deficiency Payment to HEP Operating, if any, HFRM or Sinclair, as applicable, shall send written notice thereof regarding the disputed portion of the Deficiency Payment to HEP Operating. Thereafter, a senior officer of HF Sinclair (on behalf of either HFRM or Sinclair) and a senior officer of the Partnership (on behalf of HEP Operating) shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary and shall negotiate in good faith to attempt to resolve any differences that they may have with respect to matters specified in the Deficiency Notice. During the 30-day period following the payment of the Deficiency Payment, either HFRM or Sinclair shall have access to the working papers of HEP Operating relating to their respective Deficiency Notice. If such differences are not resolved within thirty (30) days following either HFRM or Sinclair’s receipt of their respective Deficiency Notice, HFRM or Sinclair and HEP Operating shall, within forty-five (45) days following either HFRM or Sinclair’s respective receipt of the Deficiency Notice, submit any and all matters which remain in dispute and which were properly included in the Deficiency Notice to dispute resolution in accordance with the Omnibus Agreement.

10.3 Payment of Amounts No Longer Disputed. If it is finally determined pursuant to this Article 10 that either HFRM or Sinclair respectively is required to pay any or all of the disputed portion of the Deficiency Payment, either HFRM or Sinclair shall promptly pay such amount to HEP Operating, together with interest thereon at the Prime Rate, in immediately available funds.

10.4 Contract Quarters Independent. The fact that either HFRM or Sinclair has exceeded or fallen short of the Minimum Revenue Commitment with respect to any Contract Quarter shall not be considered in determining whether either HFRM or Sinclair respectively meets, exceeds or falls short of the Minimum Revenue Commitment with respect to any other Contract Quarter, and the amount of any such excess or shortfall shall not be counted towards or against the Minimum Revenue Commitment with respect to any other Contract Quarter.

ARTICLE 11

RIGHT OF FIRST REFUSAL

The Parties acknowledge the right of first refusal of HF Sinclair with respect to the Applicable Assets other than the Tulsa Assets as provided in the Omnibus Agreement, and the right of first refusal of HollyFrontier with respect to the Tulsa Assets as provided in the Tulsa Purchase Agreements.

ARTICLE 12

INDEMNITY; LIMITATION OF DAMAGES

12.1 Indemnity; Limitation of Liability. The Parties acknowledge and agree that the provisions relating to indemnity and limitation of liability are set forth in the Omnibus Agreement. Notwithstanding anything in this Agreement or the Omnibus Agreement to the contrary and solely for the purpose of determining which of HFRM, Sinclair or HEP Operating shall be liable in a particular circumstance, neither HFRM, Sinclair or HEP Operating shall be liable to the other Party for any loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred (collectively, “Damages”) by such Party except to the extent set forth in the Omnibus Agreement and to the extent that HFRM, Sinclair or HEP Operating causes such Damages or owns or operates the assets or other property in question responsible for causing such Damages.

 

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12.2 Survival. The provisions of this Article 12 shall survive the termination of this Agreement.

ARTICLE 13

MISCELLANEOUS

13.1 Amendments and Waivers. No amendment or modification of this Agreement shall be valid unless it is in writing and signed by the Parties. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the Party against whom the waiver is sought to be enforced. Any of the exhibits to this Agreement may be amended, modified, revised or updated by the Parties if each of the Parties executes an amended, modified, revised or updated exhibit, and attaches it to this Agreement. Such amended, modified, revised or updated exhibits shall be sequentially numbered (e.g. Exhibit A-1, Exhibit A-2, etc.), dated and appended as an additional exhibit to this Agreement and shall replace the prior exhibit, in its entirety, after its date of effectiveness, except as specified therein. No failure or delay in exercising any right hereunder, and no course of conduct, shall operate as a waiver of any provision of this Agreement. No single or partial exercise of a right hereunder shall preclude further or complete exercise of that right or any other right hereunder.

 

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13.2 Successors and Assigns. This Agreement shall inure to the benefit of, and shall be binding upon, the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights or obligations hereunder shall be assigned without the prior written consent of HFRM (in the case of any assignment by HEP Operating of Applicable Assets utilized by HFRM), Sinclair (in the case of any assignment by HEP Operating of Applicable Assets utilized by Sinclair) or HEP Operating (in the case of any assignment by either HFRM or Sinclair), in each case, such consent is not to be unreasonably withheld or delayed; provided, however, that (i) HEP Operating may make such an assignment (including a partial pro rata assignment) to an Affiliate of HEP Operating without HFRM or Sinclair’s consent, (ii) HFRM or Sinclair may make such an assignment (including a pro rata partial assignment) to an Affiliate of HFRM or Sinclair without HEP Operating’s consent, (iii) HFRM or Sinclair may, without HEP Operating’s prior written consent, make a partial assignment to any third party that acquires assets of HF Sinclair that rely on the services provided by HEP Operating on the HFRM Refined Products Pipelines, the HFRM Refined Products Terminals, the Sinclair Refined Products Pipelines or the Sinclair Refined Products Terminals if such Person (1) is reasonably capable of performing HFRM or Sinclair’s respective obligations (or its pro rata portion of such obligations) under this Agreement assigned to such Person, which determination shall be made by HFRM or Sinclair in their respective reasonable judgment and (2) has agreed in writing to assume the respective obligations of either HFRM or Sinclair assigned to such Person, (iv) HEP Operating may, without HFRM or Sinclair’s prior written consent, make a partial assignment to any third party that acquires any of the HFRM Refined Products Pipelines, HFRM Refined Products Terminals, Sinclair Refined Products Pipelines or Sinclair Refined Products Terminals if such Person (1) is reasonably capable of performing HEP Operating’s obligations (or its pro rata portion of such obligations) under this Agreement assigned to such Person, which determination shall be made by HEP Operating in its reasonable judgment and (2) has agreed in writing to assume the obligations of HEP Operating assigned to such Person, (v) HFRM or Sinclair may make a collateral assignment of their respective rights and obligations hereunder and/or grant a security interest in their respective rights and obligations hereunder, and HEP Operating shall execute an acknowledgement of such collateral assignment in such form as may from time-to-time be reasonably requested, and (vi) HEP Operating may make a collateral assignment of its rights hereunder and/or grant a security interest in its rights and obligations hereunder to a bona fide third party lender or debt holder, or trustee or representative for any of them, without HFRM or Sinclair’s consent, if such third party lender, debt holder or trustee shall have executed and delivered to either HFRM or Sinclair a non-disturbance agreement in such form as is reasonably satisfactory to either HFRM or Sinclair and such third party lender, debt holder or trustee, and HFRM or Sinclair respectively executes an acknowledgement of such collateral assignment in such form as may from time to time be reasonably requested. Any attempt to make an assignment otherwise than as permitted by the foregoing shall be null and void. The Parties agree to require their respective successors, if any, to expressly assume, in a form of agreement reasonably acceptable to the other Parties, their obligations under this Agreement.

13.3 Severability. If any provision of this Agreement shall be held invalid or unenforceable by a court or regulatory body of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

13.4 Choice of Law. This Agreement shall be subject to and governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state.

13.5 Rights of Limited Partners. The provisions of this Agreement are enforceable solely by the Parties, and no limited partner of the Partnership shall have the right, separate and apart from the Partnership, to enforce any provision of this Agreement or to compel any Party to comply with the terms of this Agreement.

 

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13.6 Further Assurances. In connection with this Agreement and all transactions contemplated by this Agreement, each signatory Party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

13.7 Headings. Headings of the Sections of this Agreement are for convenience of the Parties only and shall be given no substantive or interpretative effect whatsoever. All references in this Agreement to Sections are to Sections of this Agreement unless otherwise stated.

13.8 Filed Tariffs. Nothing in this Agreement shall alter the liabilities and obligations of the Parties as may be set forth in the rules and regulations tariffs for the Applicable Assets.

ARTICLE 14

GUARANTEE BY HF SINCLAIR

14.1 Payment Guaranty. HF Sinclair unconditionally, absolutely, continually and irrevocably guarantees, as principal and not as surety, to HEP Operating the punctual and complete payment in full when due of all amounts due from HFRM and Sinclair respectively under this Agreement (collectively, the “HFRM and Sinclair Payment Obligations”). HF Sinclair agrees that HEP Operating shall be entitled to enforce directly against HF Sinclair any of the HFRM and Sinclair Payment Obligations.

14.2 Guaranty Absolute. HF Sinclair hereby guarantees that the HFRM and Sinclair Payment Obligations will be paid strictly in accordance with the terms of the Agreement. The obligations of HF Sinclair under this Agreement constitute a present and continuing guaranty of payment, and not of collection or collectability. The liability of HF Sinclair under this Agreement shall be absolute, unconditional, present, continuing and irrevocable irrespective of:

(a) any assignment or other transfer of this Agreement or any of the rights thereunder of HEP Operating;

(b) any amendment, waiver, renewal, extension or release of or any consent to or departure from or other action or inaction related to this Agreement;

(c) any acceptance by HEP Operating of partial payment or performance from either HFRM or Sinclair;

(d) any bankruptcy, insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation or other like proceeding relating to either HFRM or Sinclair or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding;

(e) any absence of any notice to, or knowledge of, HF Sinclair, of the existence or occurrence of any of the matters or events set forth in the foregoing subsections (a) through (d); or

(f) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a guarantor.

 

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The obligations of HF Sinclair hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the HFRM and Sinclair Payment Obligations or otherwise.

14.3 Waiver. HF Sinclair hereby waives promptness, diligence, all setoffs, presentments, protests and notice of acceptance and any other notice relating to any of the HFRM and Sinclair Payment Obligations and any requirement for HEP Operating to protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against either HFRM or Sinclair, any other entity or any collateral.

14.4 Subrogation Waiver. HF Sinclair agrees that for so long as there is a current or ongoing default or breach of this Agreement by HFRM or Sinclair, HF Sinclair shall not have any rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification or other rights of payment or recovery from HFRM or Sinclair for any payments made by HF Sinclair under this Article 14, and HF Sinclair hereby irrevocably waives and releases, absolutely and unconditionally, any such rights of subrogation, contribution, reimbursement, indemnification and other rights of payment or recovery it may now have or hereafter acquire against HFRM or Sinclair during any period of default or breach of this Agreement by HFRM or Sinclair until such time as there is no current or ongoing default or breach of this Agreement by HFRM or Sinclair respectively.

14.5 Reinstatement. The obligations of HF Sinclair under this Article 14 shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the HFRM and Sinclair Payment Obligations is rescinded or must otherwise be returned to HFRM or Sinclair respectively or any other entity, upon the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation or reorganization of HFRM or Sinclair or such other entity, or for any other reason, all as though such payment had not been made.

14.6 Continuing Guaranty. This Article 14 is a continuing guaranty and shall (i) remain in full force and effect until the first to occur of the indefeasible payment in full of all of the HFRM and Sinclair Payment Obligations, (ii) be binding upon HF Sinclair, its successors and assigns and (iii) inure to the benefit of and be enforceable by HEP Operating and its respective successors, transferees and assigns.

14.7 No Duty to Pursue Others. It shall not be necessary for HEP Operating (and HF Sinclair hereby waives any rights which HF Sinclair may have to require HEP Operating), in order to enforce such payment by HF Sinclair, first to (i) institute suit or exhaust its remedies against HFRM, Sinclair or others liable on the HFRM and Sinclair Payment Obligations or any other person, (ii) enforce HEP Operating’s rights against any other guarantors of the HFRM and Sinclair Payment Obligations, (iii) join HFRM, Sinclair or any others liable on the HFRM and Sinclair Payment Obligations in any action seeking to enforce this Article 14, (iv) exhaust any remedies available to HEP Operating against any security which shall ever have been given to secure the HFRM and Sinclair Payment Obligations, or (v) resort to any other means of obtaining payment of the HFRM and Sinclair Payment Obligations.

14.8 Termination of HollyFrontier Guarantee. HF Sinclair, the Partnership, HFRM, Sinclair and HEP Operating acknowledge and agree that, as of the Effective Time, all obligations of HollyFrontier pursuant to Article 14 of the Previous Amended and Restated Master Throughput Agreement are hereby terminated, and HollyFrontier shall no longer be a party to this Agreement nor have any obligations hereunder.

 

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ARTICLE 15

GUARANTEE BY THE PARTNERSHIP

15.1 Payment and Performance Guaranty. The Partnership unconditionally, absolutely, continually and irrevocably guarantees, as principal and not as surety, to HFRM and Sinclair respectively the punctual and complete payment in full when due of all amounts due from HEP Operating under this Agreement (collectively, the “HEP Operating Payment Obligations”) and the punctual and complete performance of all other obligations of HEP Operating under this Agreement (collectively, the “HEP Operating Performance Obligations”, together with the HEP Operating Payment Obligations, the “HEP Operating Obligations”). The Partnership agrees that each of HFRM and Sinclair respectively shall be entitled to enforce directly against the Partnership any of the HEP Operating Obligations.

15.2 Guaranty Absolute. The Partnership hereby guarantees that the HEP Operating Payment Obligations will be paid, and the HEP Performance Obligations will be performed, strictly in accordance with the terms of this Agreement. The obligations of the Partnership under this Agreement constitute a present and continuing guaranty of payment and performance, and not of collection or collectability. The liability of the Partnership under this Agreement shall be absolute, unconditional, present, continuing and irrevocable irrespective of:

(a) any assignment or other transfer of this Agreement or any of the rights thereunder of HFRM or Sinclair;

(b) any amendment, waiver, renewal, extension or release of or any consent to or departure from or other action or inaction related to this Agreement;

(c) any acceptance by HFRM or Sinclair of partial payment or performance from HEP Operating;

(d) any bankruptcy, insolvency, reorganization, arrangement, composition, adjustment, dissolution, liquidation or other like proceeding relating to HEP Operating or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding;

(e) any absence of any notice to, or knowledge of, the Partnership, of the existence or occurrence of any of the matters or events set forth in the foregoing subsections (a) through (d); or

(f) any other circumstance which might otherwise constitute a defense available to, or a discharge of, a guarantor.

The obligations of the Partnership hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the HEP Operating Obligations or otherwise.

15.3 Waiver. The Partnership hereby waives promptness, diligence, all setoffs, presentments, protests and notice of acceptance and any other notice relating to any of the HEP Operating Payment Obligations and any requirement for each of HFRM and Sinclair to protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against HEP Operating, any other entity or any collateral.

 

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15.4 Subrogation Waiver. The Partnership agrees that for so long as there is a current or ongoing default or breach of this Agreement by HEP Operating, the Partnership shall not have any rights (direct or indirect) of subrogation, contribution, reimbursement, indemnification or other rights of payment or recovery from HEP Operating for any payments made by the Partnership under this Article 15, and the Partnership hereby irrevocably waives and releases, absolutely and unconditionally, any such rights of subrogation, contribution, reimbursement, indemnification and other rights of payment or recovery it may now have or hereafter acquire against HEP Operating during any period of default or breach of this Agreement by HEP Operating until such time as there is no current or ongoing default or breach of this Agreement by HEP Operating.

15.5 Reinstatement. The obligations of the Partnership under this Article 15 shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment of any of the HEP Operating Payment Obligations is rescinded or must otherwise be returned to HEP Operating or any other entity, upon the insolvency, bankruptcy, arrangement, adjustment, composition, liquidation or reorganization of HEP Operating or such other entity, or for any other reason, all as though such payment had not been made.

15.6 Continuing Guaranty. This Article 15 is a continuing guaranty and shall (i) remain in full force and effect until the first to occur of the indefeasible payment and/or performance in full of all of the HEP Operating Obligations, (ii) be binding upon the Partnership and each of its respective successors and assigns and (iii) inure to the benefit of and be enforceable by HFRM and Sinclair and their respective successors, transferees and assigns.

15.7 No Duty to Pursue Others. It shall not be necessary for either HFRM or Sinclair (and the Partnership hereby waives any rights which the Partnership may have to require HFRM or Sinclair), in order to enforce such payment by the Partnership, first to (i) institute suit or exhaust its remedies against HEP Operating or others liable on the HEP Operating Obligations or any other person, (ii) enforce either of HFRM or Sinclair’s rights against any other guarantors of the HEP Operating Obligations, (iii) join HEP Operating or any others liable on the HEP Operating Obligations in any action seeking to enforce this Article 15, (iv) exhaust any remedies available to HFRM or Sinclair against any security which shall ever have been given to secure the HEP Operating Obligations, or (v) resort to any other means of obtaining payment of the HEP Operating Obligations.

[Remainder of page intentionally left blank. Signature pages follow.]

 

16


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

 

HEP OPERATING:
Holly Energy Partners - Operating, L.P.
By:  

/s/ Richard L. Voliva III

Name:   Richard L. Voliva III
Title:   President
HFRM:
HollyFrontier Refining & Marketing LLC
By:  

/s/ Timothy Go

Name:   Timothy Go
Title:   Executive Vice President and Chief Operating Officer
SINCLAIR:
Sinclair Oil LLC
By:  

/s/ Michael C. Jennings

Name:   Michael C. Jennings
Title:   Chief Executive Officer

 

[Signature Page 1 of 2 to the Eighth Amended and Restated Master Throughput Agreement]


ACKNOWLEDGED AND AGREED FOR PURPOSES OF Section 10.2 AND Article 14:
HF SINCLAIR CORPORATION
By:  

/s/ Michael C. Jennings

Name: Michael C. Jennings
Title:   Chief Executive Officer
ACKNOWLEDGED AND AGREED FOR PURPOSES OF Section 14.8:
HOLLYFRONTIER CORPORATION
By:  

/s/ Timothy Go

Name: Timothy Go
Title:   President and Chief Operating Officer
ACKNOWLEDGED AND AGREED FOR PURPOSES OF Section 10.2 AND Article 15:
HOLLY ENERGY PARTNERS, L.P.
By:   HEP Logistics Holdings, L.P., its General Partner
By:   Holly Logistic Services, L.L.C., its General Partner
By:  

/s/ Richard L. Voliva III

Name:   Richard L. Voliva III
Title:   President

 

[Signature Page 2 of 2 to the Eighth Amended and Restated Master Throughput Agreement]


Exhibit A

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Definitions

Actual Construction Costs” has the meaning set forth in Exhibit C.

Actual OPEX” has the meaning set forth in Exhibit L-2.

Affiliate” means, with to respect to a specified person, any other person controlling, controlled by or under common control with that first person. As used in this definition, the term “control” includes (i) with respect to any person having voting securities or the equivalent and elected directors, managers or persons performing similar functions, the ownership of or power to vote, directly or indirectly, voting securities or the equivalent representing 50% or more of the power to vote in the election of directors, managers or persons performing similar functions, (ii) ownership of 50% or more of the equity or equivalent interest in any person and (iii) the ability to direct the business and affairs of any person by acting as a general partner, manager or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, HFRM and Sinclair, on the one hand, and HEP Operating, on the other hand, shall not be considered affiliates of each other.

Agreement” has the meaning set forth in the preamble to this Agreement, as the same may be amended from time to time.

API” means the American Petroleum Institute.

API 653” means the Above Ground Storage Tank Inspector Program issued by the API as API Standard 653, as amended and supplemented from time to time.

API Gravity” means the API index of specific gravity of a liquid petroleum expressed as degrees, as such index would be calculated on the date hereof.

Applicable Asset” means each of the El Dorado Assets, Lovington Loading Rack, Malaga Pipeline System, Roadrunner Pipeline, Tulsa Assets, El Dorado Crude Tank Farm Assets, the Tulsa West Tankage, the Catoosa Lubes Terminal, the Orla Truck Terminal, the HFRM Refined Products Pipelines, the HFRM Refined Products Terminals, the Cushing Connect Pipeline, the Navajo Tanks, the Tulsa West Lube Racks, the Crude Tankage, the Sinclair Assets and, solely with respect to Section 2.2, Section 2.14, Article 7 and Article 10 of this Agreement, the El Dorado Connector Pipeline, individually; and “Applicable Assets” means all of the foregoing assets, collectively.

Applicable Law” means any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement, or other governmental restriction or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued under any of the foregoing by, or any determination of, any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including, without limitation, all of the terms and provisions of the common law of such Governmental Authority), as interpreted and enforced at the time in question.

 

Exhibit A-1


Applicable Tariff” means the Base Tariff and, to the extent applicable, the Incentive Tariff.

Applicable Term” has the meaning set forth in Article 7.

ASTM” means ASTM International.

Artesia Bloomfield Pipeline” means the refined products pipelines described on Exhibit N-1 attached hereto, as such Exhibit may be amended or revised from time-to-time by mutual agreement of HFRM and HEP Operating.

Artesia Moriarty Pipeline” means the refined products pipelines described on Exhibit N-1 attached hereto, as such Exhibit may be amended or revised from time-to-time by mutual agreement of HFRM and HEP Operating.

Assumed OPEX” means, with respect to any Applicable Asset, the amount set forth on Exhibit C with respect to such Applicable Asset.

Barrel” means 42 Gallons.

Base Tariff” means the Base Tariff applicable to the quantity of Product transported, stored or loaded in connection with an Applicable Asset as set forth on Exhibit C, as such Base Tariff may be adjusted pursuant to the terms of this Agreement.

bpd” means Barrels per day.

Business Day” means any day other than Saturday, Sunday or other day upon which commercial banks in Dallas, Texas are authorized by law to close.

Casper Refinery” means the refinery owned by Sinclair Casper Refining Company LLC and located in Casper, Wyoming.

Casper Terminal” means the crude oil terminal facility owned by Sinclair Transportation Company LLC and located in Casper, Wyoming.

Catoosa Lubes Terminal” means that certain water port terminal and related facilities located in Rogers County, Oklahoma, near the Port of Catoosa, Oklahoma, and more fully described in that certain Amended and Restated Lease Agreement, dated August 1, 2007, between the City of Tulsa-Rogers County Port Authority (the “Port Authority”) and Petro Source Terminals, LLC, as amended by that certain First Amendment of Amended and Restated Lease Agreement, dated August 1, 2017, between the Port Authority and NGL Crude Terminals, LLC, as modified by that certain Lease Assignment and Assumption Agreement, dated June 1, 2018, between the Port Authority, NGL Crude Terminals, LLC and HEP Oklahoma LLC.

Centurion Pipeline” means that certain 10” pipeline system operated by Centurion Pipeline L.P. and originating from Centurion’s Artesia Station located within Township 18S and Range 27E, approximately 1 mile south of HEP Operating’s Abo Station.

Claim” means any existing or threatened future claim, demand, suit, action, investigation, proceeding, governmental action or cause of action of any kind or character (in each case, whether civil, criminal, investigative or administrative), known or unknown, under any theory, including those based on theories of contract, tort, statutory liability, strict liability, employer liability, premises liability, products liability, breach of warranty or malpractice.

 

Exhibit A-2


Closing Date” has the meaning for each Applicable Asset set forth in the Omnibus Agreement.

Construction Projects” has the meaning set forth in Article 2.

Contract Quarter” means a three-month period that commences on January 1, April 1, July 1 or October 1 and ends on March 31, June 30, September 30, or December 31, respectively.

Control” (including with correlative meaning, the term “controlled by”) means, as used with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

Crude Agreement” means the Third Amended and Restated Crude Pipelines and Tankage Agreement, dated as of March 12, 2015, by and among HFRM, HEP Operating and certain other Affiliates of HFRM and HEP Operating, as may be further amended, modified or supplemented from time to time.

Crude Tankage” means the tankage described on Exhibit P.

Crude Oil” means the direct liquid product of oil wells, oil processing plants, the indirect liquid petroleum products of oil or gas wells, oil sands or a mixture of such products, but does not include natural gas liquids, Refined Products, naphtha, gas oil, LEF (lube extraction feedstocks) or any other refined products.

Cushing Connect Commencement Date” means September 29, 2021.

Cushing Connect Pipeline” means that certain approximately 50 mile, 16” pipeline to be constructed by Cushing Connect Pipeline Holdings LLC, a subsidiary of Cushing Connect, to transport Crude Oil from the Cushing Terminal to the Tulsa East Refinery and Tulsa West Refinery.

Cushing Connect Capacity Use Agreement” has the meaning set forth in Exhibit O-1.

Cushing Terminal” means the Crude Oil storage, blending and terminalling facility terminal located in Cushing, Oklahoma and owned and operated by Plains Marketing, L.P., a Texas limited partnership.

Cushing Tulsa Interconnection System” means those modifications to certain pipeline and tank connectivity within the Tulsa East Refinery and Tulsa West Refinery to accommodate and connect the Cushing Connect Pipeline, which shall be constructed by HEP Operating as specified in Exhibit O-1 and Exhibit O-2.

Deficiency Notice” has the meaning set forth in Section 10.1.

Deficiency Payment” has the meaning set forth in Section 10.1.

Devon” means Devon Energy Production Company, L.P., and its Affiliates.

Devon Lease Connections” has the meaning set forth in Exhibit G-2.

DRA” has the meaning set forth in Section 2.6.

Effective Time” means 12:01 a.m., Dallas, Texas time, on March 14, 2022

 

Exhibit A-3


El Dorado Assets” means the El Dorado Loading Rack and the El Dorado Tankage.

El Dorado Connector Pipeline” means that certain crude oil pipeline connecting the El Dorado Crude Tankage to the Pony Express Pipeline, which pipeline is owned by a Person that is not an Affiliate of either HFRM or HEP Operating.

El Dorado Crude Tank Farm Assets” means the El Dorado Delivery Lines and the El Dorado Crude Tankage.

El Dorado Crude Tank Farm Consideration Period” has the meaning set forth in Exhibit K.

El Dorado Crude Tank Farm Quality Specifications” has the meaning set forth in Exhibit K.

El Dorado Crude Tankage” means the tankage identified on Exhibit K-1.

El Dorado Delivery Lines” has the meaning set forth in Exhibit K.

El Dorado Loading Rack” means the Refined Products truck loading rack and the propane loading rack located at the El Dorado Refinery and more specifically described on Exhibit H-1.

El Dorado Minimum Working Capacity” has the meaning set forth in Exhibit K.

El Dorado Quality Specifications” means those specifications set forth in Exhibit K-2.

El Dorado Refinery” means the refinery owned by HollyFrontier El Dorado Refining LLC and located in El Dorado, Kansas.

El Dorado Tankage” means the tanks set forth on Exhibit H-2.

El Dorado Terminal” means the tank farm owned by HEP Operating and located in El Dorado, Kansas.

Environmental Law” has the meaning set forth in the Omnibus Agreement.

Excess Tariff Threshold” has the meaning set forth in Exhibit C.

FERC Oil Pipeline Index” has the meaning set forth in Section 3(a)(iii)(B).

Final Construction Cost” means the final aggregate construction cost of a New Tank, as contemplated by Exhibit H and Exhibit J.

Force Majeure” has the meaning set forth in the Omnibus Agreement.

Force Majeure Notice” has the meaning set forth in the Omnibus Agreement.

Gallon” means a United States gallon of two hundred thirty-one (231) cubic inches of liquid at sixty degrees (60°) Fahrenheit, and at the equivalent vapor pressure of the liquid.

Governmental Authority” means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing.

 

Exhibit A-4


Guernsey Terminal” means the crude oil terminal facility owned by Sinclair Transportation Company LLC and located in Guernsey, Wyoming.

Heavy Products” means fuel oil, asphalt, coker feed, vacuum tower bottoms, atmospheric tower bottoms, pitch or roofing flux.

HEP Operating” has the meaning set forth in the Preamble.

HEP Operating Payment Obligations” has the meaning set forth in Section 15.1.

HEP Tulsa” means HEP Tulsa LLC.

HFRM” has the meaning set forth in the Preamble.

HFRM and Sinclair Payment Obligations” has the meaning set forth in Section 14.1.

HFRM Refined Products Pipelines” means, collectively, (a) the South System, (b) the Artesia Moriarty Pipeline and (c) the Artesia Bloomfield Pipeline, each of which is owned by HEP Operating and its Affiliates.

HFRM Refined Products Terminals” means the terminals owned by HEP Operating and its Affiliates and described on Exhibit N-2 attached hereto, as such Exhibit may be amended or revised from time-to-time by mutual agreement of HFRM and HEP Operating.

HF Sinclair” means HF Sinclair Corporation, a Delaware corporation.

High-API Oil Surcharge” has the meaning set forth in Section 2.4.

HollyFrontier” means HollyFrontier Corporation, a Delaware corporation.

HollyFrontier Navajo” means HollyFrontier Navajo Refining LLC.

HollyFrontier Tulsa” means HollyFrontier Tulsa Refining LLC.

Incentive Tariff” means the Incentive Tariff applicable to the quantity of Product transported, stored or loaded in connection with an Applicable Asset as set forth on Exhibit C, as such Incentive Tariff may be adjusted pursuant to the terms of this Agreement.

Intermediate Products” means non-finished intermediate products, including high sulfur diesel fuel for DHT feed, jet fuel, naphtha for reformer feed, gas oil or LEF for FCC feed, reformate, light straight run, hydrogen, fuel gas and sour fuel gas.

Jayhawk” means Jayhawk Pipeline, L.L.C. (or its successors to the Jayhawk Tankage).

Jayhawk Lease” means the lease between HEP-Operating and Jayhawk for the Jayhawk Tankage in existence as of the commencement of the Applicable Term.

Jayhawk Tankage” means the tankage identified in Exhibit K-1.

Lovington Loading Rack” means that certain asphalt loading rack located at the Navajo Refinery.

LPG Products” means propane, refinery grade propylene, normal butane and isobutane.

 

Exhibit A-5


Malaga Capacity Estimate” has the meaning set forth in Exhibit G.

Malaga Commencement Date” means the date on which, in the reasonable opinion of HEP Operating, the Malaga Pipeline System is available for service and operating as expected in delivering Crude Oil, which date has been specified in written notice from HEP Operating to HFRM at least 60 days prior to the Malaga Commencement Date; provided, however, that if the Malaga Pipeline System is, in the discretion of HEP Operating, substantially complete, then the parties may agree in writing to a commencement date prior to the Malaga Pipeline System being fully completed.

Malaga Construction Projects” has the meaning set forth in Exhibit G.

Malaga Exercise Notice” has the meaning set forth in Exhibit G.

Malaga Initial Period” means the period beginning on the Malaga Commencement Date through and including final day of the 20th full Contract Quarter following the Malaga Commencement Date.

Malaga Pipeline System” means the pipeline systems (a) extending from the (i) Whites City Road Station to the HEP Operating Artesia Station, from (ii) Devon Parkway field to the Millman Station and the HEP Operating Artesia Station, (iii) HEP Operating Artesia Station to the Beeson Station, (iv) the Beeson Station to the Anderson Ranch Pipeline, (v) Devon Hackberry field to the Beeson Station, and (v) Beeson Station to the Plains Pipeline, including in each case all related lease connection pipelines, storage facilities, crude oil gathering tanks, and truck off-loading facilities, and (b) with the volume capacities described on Exhibit G-1 (Construction Projects) and described on Exhibit G-2 (Devon Lease Connections).

MAPL Lease” means that certain Pipeline Lease Agreement, dated March 11, 1996, as amended by the Corrected Amendment to Pipeline Lease Agreement, effective as of October 11, 2005, by and between Mid-America Pipeline Company, LLC and HEP Pipeline, L.L.C., as may be further amended, modified or supplemented from time to time.

Master Lease and Access Agreement” means that certain Seventh Amended and Restated Master Lease and Access Agreement effective as of March 14, 2022 among certain of the Affiliates of HEP Operating and the owners of the Refineries, as the same may be amended from time to time.

Minimum Capacity Commitment” has the meaning set forth in Section 2.2(a).

Minimum Revenue Commitment” has the meaning set forth in Section 2.2(a).

Minimum Throughput Commitment” means the quantity of Product to be transported, stored or loaded in connection with an Applicable Asset, as set forth on Exhibit C, as such amount may be adjusted pursuant to the terms of this Agreement.

MSCFD” means thousands of standard cubic feet per day.

MVP Pipeline” has the meaning set forth in Exhibit K.

Navajo Refinery” means the refinery owned by HollyFrontier Navajo and located in Artesia, New Mexico and operated in conjunction with facilities located in Lovington, New Mexico.

Navajo Tanks” means the four new petroleum products storage tanks to be constructed by HEP Operating at the Navajo Refinery as described on Exhibit I.

 

Exhibit A-6


Navajo Tank Commencement Date” means June 1, 2021.

New Tank” means the new petroleum products storage tankage to be added to the Applicable Assets as identified on Exhibits H and J.

New Tank Commencement Date” means, with respect to each New Tank, the first day of the calendar month after the date on which, in the reasonable opinion of HEP Operating, such New Tank is mechanically complete, available for service and operating as expected in storing the Product for which such New Tank was designed, which date has been specified in written notice from HEP Operating to HFRM at least 30 days prior to such date.

Omnibus Agreement” means the Twenty-Second Amended and Restated Omnibus Agreement effective as of March 14, 2022, as the same may be amended from time to time.

OPEX Reimbursement Amount” has the meaning set forth in Exhibit L-2.

Original Master Throughput Agreement” has the meaning set forth in the Recitals.

Orla Truck Terminal” means a truck terminal in Orla, Texas to be constructed by HEP Fin-Tex/Trust-River, L.P., consisting primarily of a truck rack with three loading bays and a tank with shell capacity of approximately 50,000 barrels, which will be connected to the Artesia-Orla Pipeline, as further described in Exhibit M.

Orla Commencement Date” means the date on which, in the reasonable opinion of HEP Operating, the Orla Truck Terminal is available for service and operating as expected in delivering refined product, which date has been specified in written notice from HEP Operating to HFRM at least 60 days prior to the Orla Commencement Date; provided, however, that if the Orla Truck Terminal is, in the discretion of HEP Operating, substantially complete, then the parties may agree in writing to a commencement date prior to the Orla Truck Terminal being fully completed.

Osage Pipeline” has the meaning set forth in Exhibit K.

Parties” has the meaning set forth in the Preamble.

Partnership” means Holly Energy Partners, L.P., a Delaware limited partnership.

Party” has the meaning set forth in the Preamble.

Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

Pipelines” means the Malaga Pipeline System, Roadrunner Pipeline, the Tulsa Pipelines, the Tulsa Interconnecting Pipelines, the HFRM Refined Products Pipelines, the Cushing Connect Pipeline and the El Dorado Delivery Lines, the Sinclair Pipelines and any other pipeline included in the Applicable Assets.

Plains Pipeline” means that certain 16” diameter pipeline operated by Plains All American Pipeline, L. P. and located in Lea County, New Mexico and which crosses the HEP Anderson Ranch gathering system in Township 18 South, Range 32 East.

Pony Express Pipeline” has the meaning set forth in Exhibit K.

 

Exhibit A-7


Previous Amended and Restated Master Throughput Agreement” has the meaning set forth in the Recitals.

Prime Rate” means the prime rate per annum announced by Union Bank, N.A., or if Union Bank, N.A. no longer announces a prime rate for any reason, the prime rate per annum announced by the largest U.S. bank measured by deposits from time to time as its base rate on corporate loans, automatically fluctuating upward or downward with each announcement of such prime rate.

Prior Agreements” means those agreements set forth in Recitals A through F. For the avoidance of doubt, “Prior Agreements” do not include the following agreements (as amended, modified or supplemented and in effect from time to time): (a) Amended and Restated Intermediate Pipelines Agreement dated June 1, 2009, (b) Tulsa Equipment and Throughput Agreement dated August 1, 2009 (which was incorporated into the Previous Amended and Restated Master Throughput Agreement), (c) Second Amended and Restated Refined Product Pipelines and Terminals Agreement dated effective February 22, 2016 (which was incorporated into the Fifth Amended and Restated Master Throughput Agreement dated effective July 1, 2019), (d) Second Amended and Restated Throughput Agreement effective June 1, 2013 (which was terminated effective as of June 4, 2018), (e) Third Amended and Restated Crude Pipelines and Tankage Agreement dated March 12, 2015 and (f) Amended and Restated Unloading and Blending Services Agreement (Artesia) dated January 18, 2017.

Prior Tulsa Throughput Agreement” means the Tulsa Equipment and Throughput Agreement, dated August 1, 2009, between HollyFrontier Tulsa and HEP Tulsa.

Products” has the meaning set forth in Exhibit C.

Qualified Third-Party Throughput” has the meaning set forth in Exhibit C.

Refined Products” means gasoline, kerosene, ethanol, diesel fuel, jet fuel, heating oil, distillates, transmix, liquefied petroleum gas, natural gas liquids and blend stocks.

Refineries” means the Navajo Refinery; the El Dorado Refinery; the Tulsa East Refinery, the Tulsa West Refinery, the Casper Refinery and the Sinclair Refinery

Roadrunner Pipeline” means that certain 16” crude oil pipeline extending approximately 65 miles from the Slaughter station to Lovington, New Mexico.

Rose Rock Pipeline” has the meaning set forth in Exhibit K.

Sinclair” has the meaning set forth in the Preamble.

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

Sinclair Chase Connection Pipeline” has the meaning set forth in Exhibit R-1.

Sinclair Crude Offloading Racks” means those certain truck offloading racks, located at each of the at Casper Refinery, Sinclair Refinery and Guernsey Terminal.

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 and (d) the Sinclair Guernsey to Sinclair Refinery Pipeline.

 

Exhibit A-8


Sinclair Crude Storage Tanks” means the crude storage tanks located at the Casper Terminal and Guernsey Terminal.

Sinclair Guernsey to Casper Pipeline” has the meaning set forth in Exhibit R-1.

Sinclair Guernsey to Sinclair Refinery Pipeline” has the meaning set forth in Exhibit R-1.

Sinclair Medicine Bow Pipeline” has the meaning set forth in Exhibit R-1.

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

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

Sinclair Pathfinder and 10” Pipeline” has the meaning set forth in Exhibit R-1.

Sinclair Pathfinder Pumpover Pipeline” has the meaning set forth in Exhibit R-1.

Sinclair Pipelines” means collectively the Sinclair Crude Oil Pipelines and Sinclair Refined Products Pipelines.

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

Sinclair Refined Products Terminals” means the terminals described on Exhibit R-2 attached hereto, as such Exhibit may be amended or revised from time-to-time by mutual agreement of Sinclair and HEP Operating.

Sinclair Refinery” means the refinery owned by Sinclair Wyoming Refining Company LLC and located in Sinclair, Wyoming.

South System” means the refined products pipelines described on Exhibit N-1 attached hereto, as such Exhibit may be amended or revised from time-to-time by mutual agreement of HFRM and HEP Operating.

Subsequent Year” has the meaning set forth in Exhibit G.

Subsidiary” means with respect to any Person (the “Owner”), any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation’s or other Person’s board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person (other than securities or other interest having such power only upon the happening of a contingency that has not occurred), are held by the Owner or one or more of its Subsidiaries.

Successor Term” has the meaning set forth in Exhibit O-1.

SUS” means Saybolt Universal Seconds as specified by ASTM Standard D2161-10, as amended, supplemented or replaced from time to time.

Tulsa Assets” means the Tulsa Group 1 Tankage, Tulsa Group 1 Loading Rack, Tulsa Group 1 Pipeline, Tulsa Group 2 Tankage, Tulsa Group 2 Loading Rack and the Tulsa Interconnecting Pipelines.

Tulsa East Refinery” means the refinery owned by HollyFrontier Tulsa and located at 905 West 25th Street, Tulsa, Oklahoma 74107.

 

Exhibit A-9


Tulsa Group 1 Purchase Agreement” means that certain Asset Sale and Purchase Agreement dated as of October 1, 2009 by and among HollyFrontier Tulsa, HEP Tulsa LLC and Holly Energy Storage – Tulsa.

Tulsa Group 1 Loading Rack” means the gas oil, asphalt and propane truck loading racks located at the Tulsa West Refinery and more specifically described in Exhibit J-1 attached hereto.

Tulsa Group 1 Tankage” means the tankage identified in Exhibit J-3 attached hereto.

Tulsa Group 2 Purchase Agreement” means that certain LLC Interest Purchase Agreement dated as of March 31, 2010 by and between HEP Tulsa LLC, Lea Refining Company, and HollyFrontier Tulsa.

Tulsa Group 2 Tankage” means the tankage identified in Exhibit J-5.

Tulsa Group 2 Loading Rack” means the rail loading rack located at the Tulsa West Refinery and more specifically described in Exhibit J-4.

Tulsa Interconnecting Pipelines” means the following pipelines between the Tulsa East Refinery and the Tulsa West Refinery: 1) the 12 inch raw gas oil/diesel line (the “Distillate Interconnecting Pipeline”), 2) the 12 inch naphtha/gasoline component line (the “Gasoline Interconnecting Pipeline”), 3) the 12 inch refinery fuel gas line (the “Refinery Fuel Gas Interconnecting Pipeline”), 4) the 8 inch hydrogen line (the “Hydrogen Interconnecting Pipeline”), and 5) the 10 inch refinery sour fuel gas line (the “Refinery Sour Fuel Gas Interconnecting Pipeline”) including delivery facilities from the Tulsa West Refinery and receipt facilities at the Tulsa East Refinery for the Distillate and Gasoline Interconnecting Pipelines, but not for the Refinery Fuel Gas, Hydrogen, and Refinery Sour Fuel Gas Interconnecting Pipelines.

Tulsa Group 1 Pipeline” means those two (2) product delivery lines extending from the Group 1 Tankage to interconnection points with the Magellan pipeline as more specifically described in Exhibit J-2 attached hereto.

Tulsa Purchase Agreements” means the Tulsa Group 1 Purchase Agreement and the Tulsa Group 2 Purchase Agreement.

Tulsa West Lube Racks” means the assets described on Exhibit Q-1 attached hereto.

Tulsa West Refinery” means the refinery owned by HollyFrontier Tulsa located at 1700 S. Union, Tulsa, Oklahoma 74107.

Tulsa West Tankage” means the tankage identified in Exhibit L-1.

Woods Cross Refinery” means the refinery owned and operated by HollyFrontier Woods Cross Refining LLC located at 1070 W. 500 South, West Bountiful, Utah.

Working Capacity” has the meaning set forth in Exhibit K.

 

Exhibit A-10


Exhibit B

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Interpretation

As used in this Agreement, unless a clear contrary intention appears:

(a) any reference to the singular includes the plural and vice versa, any reference to natural persons includes legal persons and vice versa, and any reference to a gender includes the other gender;

(b) the words “hereof”, “herein”, and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(c) any reference to Articles, Sections and Exhibits are, unless otherwise stated, references to Articles, Sections and Exhibits of or to this Agreement and references in any Section or definition to any clause means such clause of such Section or definition. The headings in this Agreement have been inserted for convenience only and shall not be taken into account in its interpretation;

(d) reference to any agreement (including this Agreement), document or instrument means such agreement, document, or instrument as amended, modified or supplemented and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of this Agreement;

(e) the Exhibits hereto form an integral part of this Agreement and are equally binding therewith. Any reference to “this Agreement” shall include such Exhibits;

(f) references to a Person shall include any permitted assignee or successor to such Party in accordance with this Agreement and reference to a Person in a particular capacity excludes such Person in any other capacity;

(g) if any period is referred to in this Agreement by way of reference to a number of days, the days shall be calculated exclusively of the first and inclusively of the last day unless the last day falls on a day that is not a Business Day in which case the last day shall be the next succeeding Business Day;

(h) the use of “or” is not intended to be exclusive unless explicitly indicated otherwise;

(i) references to “$” or to “dollars” shall mean the lawful currency of the United States of America; and

(j) the words “includes,” “including,” or any derivation thereof shall mean “including without limitation” or “including, but not limited to.”

 

Exhibit B-1


Exhibit C

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Applicable Assets, Product, Minimum Capacity Commitment, Tariffs, Tariff Adjustments and Applicable Terms*

 

Applicable
Assets

  Type of
Applicable
Asset
  Product   Minimum
Capacity
Commitment
(aggregate
capacity unless
otherwise
noted)
  Minimum
Throughput
Commitment
(in the
aggregate, on
average, for
each Contract
Quarter)
  Base Tariff
(applicable
to all
movements
below the
Incentive
Tariff
Threshold)
  Incentive
Tariff
Threshold (in
the aggregate,
on average,
for each
Contract
Quarter)
  Incentive
Tariff
(applicable
to all
movements
at or above
the
Incentive
Tariff
Threshold)
  Excess
Tariff
(applicable
to all
movements
above the
Excess
Tariff
Thresholds
set forth
below, if
any)
  Tariff
Adjustment
  Tariff
Adjustment
Minimum/
Cap
  Tariff
Adjustment
Commencement
Date
  Assumed
OPEX
  Applicable Term
(all times are
Dallas, TX time)
Malaga Pipeline System   Pipelines   Crude Oil   40,000 bpd1   40,000 bpd   $0.5939/bbl   40,000 bpd   $0.3492/bbl   —     FERC
Adjustment
  —     July 1, 2015   —     12:01 a.m. on
June 1, 2013
to Sept. 1,
2024 (the
Malaga
Commencement
Date
”)

 

*

Tariffs listed on this Exhibit are effective as of July 1, 2021, except for (i) the tariffs for the Cushing Connect Pipeline, which are effective as of the commencement date for its Applicable Term, and (ii) the tariffs for the Sinclair Pipelines, Sinclair Refined Product Terminals, Sinclair Crude Offloading Racks and Sinclair Crude Storage Tanks, which are effective as of March 14, 2022.

1 

As may be adjusted pursuant to Exhibit G.

 

Exhibit C-1


Applicable
Assets

  Type of
Applicable
Asset
  Product   Minimum
Capacity
Commitment
(aggregate
capacity unless
otherwise
noted)
  Minimum
Throughput
Commitment
(in the
aggregate, on
average, for
each Contract
Quarter)
  Base Tariff
(applicable
to all
movements
below the
Incentive
Tariff
Threshold)
  Incentive
Tariff
Threshold (in
the aggregate,
on average,
for each
Contract
Quarter)
  Incentive
Tariff
(applicable
to all
movements
at or above
the
Incentive
Tariff
Threshold)
  Excess
Tariff
(applicable
to all
movements
above the
Excess
Tariff
Thresholds
set forth
below, if
any)
  Tariff
Adjustment
  Tariff
Adjustment
Minimum/
Cap
  Tariff
Adjustment
Commencement
Date
  Assumed
OPEX
  Applicable Term
(all times are
Dallas, TX time)
El Dorado Assets   Pipelines   Refined
Products

 

LPG
Products,

 

Intermediate
Products

 

Heavy
Products

  120,000 bpd
of aggregate
delivery
capacity
from the
Tankage
  120,000 bpd
of
Intermediate
and Refined
Product
  $0.1738/bbl   125,000 bpd
of
Intermediate
and Refined
Product
  $0.0107/bbl   —     PPI
Adjustment
  3% in any
calendar
year
(applicable
to
each
individual
tariff)
  July 1, 2012   —     12:01 a.m. on
Nov. 1, 2011 to
12:01 a.m. on
Oct. 31, 2026;
provided that
with respect to
the New Tank
at the El
Dorado
Refinery, the
Applicable
Term shall be
from 12:01 a.m.
on the New
Tank
Commencement
Date for such
New Tank to
the date
occurring
fifteen
(15) years
thereafter.
  Tankage     140,000 bpd
of aggregate
capacity in
the Tankage
  140,000 bpd
of Products
  $0.5116/bbl2,3   154,000 bpd
of Products
  $0.2317/bbl   —          
  Loading
Rack
    20,000 bpd   20,000 bpd   $0.2896/bbl   —     —     —          

 

2 

From and after the New Tank Commencement Date established pursuant to Exhibit H, if any, the Tankage Base Tariff shall be increased by an amount per barrel equal to:

                                 Final Construction Cost                                

0.9 x 8.1928 x Minimum Tankage Throughput x 365

For example, if the Final Construction Costs = $1,500,000, the per barrel increase in the Tankage Base Tariff would be calculated as follows: $1,500,000/(0.9 x 8.1928 x 140,000 x 365) = $0.0040.

 

 

3 

Reflects reduction in throughput fee effective January 1, 2015 as a result of the secondment arrangement at the El Dorado refinery. Also reflects reduction in throughput fee effective January 1, 2017 as a result of the sale of tanks 243 and 244 from El Dorado Logistics LLC to HollyFrontier El Dorado Refining LLC.

 

Exhibit C-2


Applicable
Assets

  Type of
Applicable
Asset
  Product   Minimum
Capacity
Commitment
(aggregate
capacity unless
otherwise
noted)
  Minimum
Throughput
Commitment
(in the
aggregate, on
average, for
each Contract
Quarter)
  Base Tariff
(applicable
to all
movements
below the
Incentive
Tariff
Threshold)
  Incentive
Tariff
Threshold (in
the aggregate,
on average,
for each
Contract
Quarter)
  Incentive
Tariff
(applicable
to all
movements
at or above
the
Incentive
Tariff
Threshold)
  Excess
Tariff
(applicable
to all
movements
above the
Excess
Tariff
Thresholds
set forth
below, if
any)
  Tariff
Adjustment
  Tariff
Adjustment
Minimum/
Cap
  Tariff
Adjustment
Commencement
Date
  Assumed
OPEX
  Applicable Term
(all times are
Dallas, TX time)
Tulsa East Assets   Tulsa Pipelines   Refined
Products
  60,000 bpd   60,000 bpd   $0.1192/bbl     —     —     PPI
Adjustment
  3% in any
calendar
year
(applicable
to
each
individual
tariff)
  July 1, 2011   —     11:59 p.m. on
Mar. 31,
2010 to 12:01
a.m. on Dec.
1, 2024
  Tulsa Group 1

Tankage

  Various   1,362,550 bbls   80,000 bpd   $0.4234/bbl   Each
throughput
barrel over
the
Minimum
Throughput
Commitment
but less than
or equal to
the Excess
Tariff
Threshold
  $0.1192/bbl   $0.2625/bbl
(over
120,000
bpd of
Refined
Products,
in the
aggregate
on
average
for each
Contract
Quarter)
         
  Tulsa Group 1

Loading Rack

  Various   26,000 bpd   26,000 bpd   $0.3579/bbl   —     —     —            
  Tulsa Group 2

Tankage

  Various   2,122,644 bbl   90,000 bpd   $0.4923/bbl   Each
throughput
barrel over
the
Minimum
Throughput
Commitment
but less than
or equal to
the Excess
Tariff
Threshold
  $0.1192/bbl   $0.2625/bbl
(over
120,000
bpd of
Refined
Products,
in the
aggregate
on
average
for each
Contract
Quarter)
         
  Tulsa Group 2

Loading Rack

    1,800 bpd   1,800 bpd   $0.4176/bbl   —     —     —            

 

Exhibit C-3


Applicable
Assets

  Type of
Applicable
Asset
  Product   Minimum
Capacity
Commitment
(aggregate
capacity unless
otherwise
noted)
  Minimum
Throughput
Commitment
(in the
aggregate, on
average, for
each Contract
Quarter)
  Base Tariff
(applicable
to all
movements
below the
Incentive
Tariff
Threshold)
  Incentive
Tariff
Threshold (in
the aggregate,
on average,
for each
Contract
Quarter)
  Incentive
Tariff
(applicable
to all
movements
at or above
the
Incentive
Tariff
Threshold)
  Excess
Tariff
(applicable
to all
movements
above the
Excess
Tariff
Thresholds
set forth
below, if
any)
  Tariff
Adjustment
  Tariff
Adjustment
Minimum/
Cap
  Tariff
Adjustment
Commencement
Date
  Assumed
OPEX
  Applicable Term
(all times are
Dallas, TX time)
  Tulsa
Interconnect-ing
Pipelines4
    Distillate
Interconnect-ing
Pipeline –
45,000 bpd
(maximum)
  45,000 bpd   $0.2424/bbl
(to 45,000
bpd in the
aggregate,
on
average
for each
Contract
Quarter)
  Over 45,000
bpd and less
than or
equal to
65,000 bpd
  $0.0810/bbl   $0.0578/bbl
(over
65,000 bpd
of Refined
Products,
in the
aggregate
on
average
for each
Contract
Quarter)
         
      Gasoline
Interconnect-ing
Pipeline –
45,000 bpd
(maximum)
  45,000 bpd of
Intermediate
Products
shipped
between the
Tulsa East
Refinery and
the Tulsa West
Refinery via
the
Interconnecting
Pipelines
(excluding the
Distillate
Interconnecting
Pipeline and
the Tulsa
Pipelines)
                 

 

Exhibit C-4


Applicable
Assets

  Type of
Applicable
Asset
  Product   Minimum
Capacity
Commitment
(aggregate
capacity unless
otherwise
noted)
  Minimum
Throughput
Commitment
(in the
aggregate, on
average, for
each Contract
Quarter)
  Base Tariff
(applicable
to all
movements
below the
Incentive
Tariff
Threshold)
  Incentive
Tariff
Threshold (in
the aggregate,
on average,
for each
Contract
Quarter)
  Incentive
Tariff
(applicable
to all
movements
at or above
the
Incentive
Tariff
Threshold)
  Excess
Tariff
(applicable
to all
movements
above the
Excess
Tariff
Thresholds
set forth
below, if
any)
  Tariff
Adjustment
  Tariff
Adjustment
Minimum/
Cap
  Tariff
Adjustment
Commencement
Date
  Assumed
OPEX
  Applicable Term
(all times are
Dallas, TX time)
      Hydrogen
Interconnect-ing
Pipeline –
10,000 MSCFD
of hydrogen
(maximum)
  64,000
MSCFD
  $0.0741/

MSCF/
day

  —     —     —            
      Refinery Fuel
Gas

Interconnect-ing
Pipeline –
32,000 MSCFD
of refinery fuel
gas (maximum)

                   
      Refinery Sour
Fuel Gas
Interconnecting
Pipeline –
22,000 MSCFD
of refinery sour
fuel gas
(maximum)
                   
Lovington Assets   Lovington
Loading
Rack
  Asphalt
and any
other
petroleum
or
petroleum
based or
derived
products
  4,000 bpd   4,000
bpd
  $0.4176/bbl     —     —     PPI
Adjustment4
  3% in any
calendar
year
  July 1, 2011   —     11:59 p.m. on
Mar. 31,
2010 to 12:01
a.m. on Mar.
31, 2025

 

4 

The Minimum Interconnecting Pipeline Revenue Commitment shall be an amount of revenue to HEP Operating for each Contract Quarter determined by adding: 1) the Minimum Interconnecting Pipeline Liquid Throughput multiplied by the Interconnecting Pipeline Liquid Tariff, and 2) the Minimum Interconnecting Pipeline Gas Throughput multiplied by the Interconnecting Pipeline Gas Tariff.

 

Exhibit C-5


Applicable
Assets

  Type of
Applicable
Asset
  Product   Minimum
Capacity
Commitment
(aggregate
capacity unless
otherwise
noted)
  Minimum
Throughput
Commitment
(in the
aggregate, on
average, for
each Contract
Quarter)
  Base Tariff
(applicable
to all
movements
below the
Incentive
Tariff
Threshold)
  Incentive
Tariff
Threshold (in
the aggregate,
on average,
for each
Contract
Quarter)
  Incentive
Tariff
(applicable
to all
movements
at or above
the
Incentive
Tariff
Threshold)
  Excess
Tariff
(applicable
to all
movements
above the
Excess
Tariff
Thresholds
set forth
below, if
any)
  Tariff
Adjustment
  Tariff
Adjustment
Minimum/
Cap
  Tariff
Adjustment
Commencement
Date
  Assumed
OPEX
  Applicable Term
(all times are
Dallas, TX time)
MRoadrunner Assets   Pipelines   Crude Oil   40,000 bpd   40,000
bpd5
  $0.7681/bbl   Each
throughput
barrel over
the
Minimum
Throughput
Commitment
  $0.4022/bbl6   —     PPI
Adjustment
  3% plus 12
of the PPI
increase
in excess
of 3% for
such
calendar
year.
  July 1, 2011   —     12:01 a.m. on
Dec. 1, 2009
to 12:01 a.m.
on Dec. 1,
2024
El Dorado Crude Tankage   Tankage   Crude Oil;
Intermediate
Products
  140,000 bpd   140,000
bpd
  $0.1134/bbl   Each
throughput
barrel over
the
Minimum
Throughput
Commitment
  $0.0109/bbl   —     PPI
Adjustment
  Subject to
1%
minimum
/ 3% cap7
  July 1, 2016   —     12:01 a.m. on
March 6,
2015 to
12:01 a.m. on
March 6,
2025
El Dorado Connector Pipeline8   Pipelines   Crude Oil;
Intermediate
Products
  —     —     $0.0840/bbl   —     —     —     PPI
Adjustment
  Subject to
1%
minimum
/ 3% cap9
  July 1, 2019   —     12:01 a.m. on
January 1,
2018 to
12:01 a.m. on
March 6,
2025.

 

5 

In the event that any third party transports Crude Oil on the Roadrunner Pipeline for ultimate delivery to HF Sinclair or any of its Subsidiaries and such third party pays throughput fees equal to or greater than the then-current base tariff for each such barrel of Crude Oil transported on the Roadrunner Pipeline for ultimate delivery to HF Sinclair or any of its Subsidiaries (“Qualified Third-Party Throughput”), then revenues paid to HEP Operating by such third party for such Qualified Third-Party Throughput shall be credited towards the Minimum Revenue Commitment hereunder for the Roadrunner Pipeline.

6 

If the average throughput for any Contract Quarter (including Qualified Third-Party Throughput) exceeds the Minimum Pipeline Throughput attributable to such Contract Quarter, then for each throughput barrel in excess of the Minimum Pipeline Throughput, HFRM shall pay HEP Operating throughput fees in the amount of the Pipeline Incentive Tariff.

7 

For the avoidance of doubt, if the change in PPI in any year is less than one percent (1%) it will be rounded up to one percent (1%) and if the change in PPI in any year is greater than three percent (3%) it will be rounded down to three percent (3%).

8 

See the definition of “Applicable Asset” in this Agreement.

 

Exhibit C-6


Applicable
Assets

  Type of
Applicable
Asset
  Product   Minimum
Capacity
Commitment
(aggregate
capacity unless
otherwise
noted)
  Minimum
Throughput
Commitment
(in the
aggregate, on
average, for
each Contract
Quarter)
  Base Tariff
(applicable
to all
movements
below the
Incentive
Tariff
Threshold)
  Incentive
Tariff
Threshold (in
the aggregate,
on average,
for each
Contract
Quarter)
  Incentive
Tariff
(applicable
to all
movements
at or above
the
Incentive
Tariff
Threshold)
  Excess
Tariff
(applicable
to all
movements
above the
Excess
Tariff
Thresholds
set forth
below, if
any)
  Tariff
Adjustment
  Tariff
Adjustment
Minimum/
Cap
  Tariff
Adjustment
Commencement
Date
  Assumed
OPEX
  Applicable Term
(all times are
Dallas, TX time)
Tulsa West Tankage   Tankage   Crude/
Lef
  396,000
bpd
  80,000
bpd
  $0.2342/bbl   —     —     —     PPI
Adjustment
  Subject
to 1%
minimum
/ 3%
cap9
  July 1, 2017   $2,751,331   12:01 a.m. on
March 31, 2016
to 12:01 a.m. on
March 31, 2026
Catoosa Lubes Terminal   Tankage   Various   5,754,000
gallons/
month
  444,500
gallons/
month
  $0.2522/gallon   —     —     —     PPI
Adjustment
  Subject
to 1%
minimum
/ 3%
cap9
  July 1, 2019   —     12:01 a.m. on
June 1, 2018 to
12:01 a.m. on
May 31, 2028
Orla Truck Terminal   Tankage
and Truck
Rack
  Refined
Product
  20,000
bpd
  10,000
bpd
  $0.5957/bbl   Each
throughput
barrel over
the
Minimum
Throughput
Commitment
  $0.3001/bbl   —     PPI
Adjustment
  Subject
to 1%
minimum
/ 3%
cap9
  July 1, 2019   —     12:01 a.m. on
the Orla
Commencement
Date to the date
occurring ten
(10) years
thereafter.
HFRM Refined Products Pipelines   South
System
  Refined
Product
  58,000
bpd
  58,000
bpd
  $2.0017/bbl   50,000 bpd   $1.2905/bbl   —     PPI
Adjustment
  —     July 1, 2020   —     12:01 a.m. on
July 1, 2019 to
12:01 a.m. on
July 1, 2029
  Artesia
Moriarty
  Refined
Product
  10,000
bpd
  10,000
bpd
  $2.0017/bbl   17,000 bpd   $1.2905/bbl   —     PPI
Adjustment
  —     July 1, 2020   —     12:01 a.m. on
July 1, 2019 to
12:01 a.m. on
July 1, 2029
  Artesia
Bloomfield
  Refined
Product
  3,000 bpd   3,000
bpd
  $2.0724/bbl   —     —     —     PPI
Adjustment
  —     July 1, 2020   —     12:01 a.m. on
July 1, 2019 to
12:01 a.m. on
July 1, 2029

 

Exhibit C-7


Applicable
Assets

  Type of
Applicable
Asset
  Product   Minimum
Capacity
Commitment
(aggregate
capacity unless
otherwise
noted)
  Minimum
Throughput
Commitment
(in the
aggregate, on
average, for
each Contract
Quarter)
  Base Tariff
(applicable
to all
movements
below the
Incentive
Tariff
Threshold)
  Incentive
Tariff
Threshold (in
the aggregate,
on average,
for each
Contract
Quarter)
  Incentive
Tariff
(applicable
to all
movements
at or above
the
Incentive
Tariff
Threshold)
  Excess
Tariff
(applicable
to all
movements
above the
Excess
Tariff
Thresholds
set forth
below, if
any)
  Tariff
Adjustment
  Tariff
Adjustment
Minimum/
Cap
  Tariff
Adjustment
Commencement
Date
  Assumed
OPEX
  Applicable Term
(all times are
Dallas, TX time)
Cushing Connect Pipeline   Pipeline   Crude Oil   100,000
bpd
  100,000
bpd
  $0.36/bbl   Each
throughput
barrel over
the
Minimum
Throughput
Commitment
  $0.08/bbl   —     PPI
Adjustment
  Subject
to 0%
minimum
/ 2%
cap9
  July 1, 2021   —     12:01 a.m. on the
Cushing Connect
Commencement
Date to 12:01 am
on March 31,
2036, subject to
automatic renewal
provisions set
forth on Exhibit
O-1.
Navajo Tanks   Tankage   Refined
Product
  10,000 bpd   10,000 bpd   $0.30/bbl   11,000 bpd   $0.05/bbl   —     PPI
Adjustment
  —     July 1, 2022   —     12:01 a.m. on the
Navajo Tank
Commencement
Date to the date
occurring fifteen
(15) years
thereafter.
Tulsa West Lube Racks   Loading
Racks
  Refined
Product
  12,500 bpd   12,500 bpd   $1.2877/bbl   Each
throughput
barrel over
the
Minimum
Throughput
Commitment
  $0.3579/bbl   —     PPI
Adjustment
  —     July 1, 2021   —     12:01 a.m. on
January 1, 2021
to 12:01 am on
August 1, 2024
Crude Tankage   Woods
Cross
Tankage
  Crude Oil   22,000 bpd   22,000 bpd   $0.2095/bbl   Each
throughput
barrel over
the
Minimum
Throughput
Commitment
  $0.01/bbl   —     PPI
Adjustment
  —     July 1, 2021   —     12:01 a.m. on
January 1, 2021
to 12:01 am on
February 28, 2023
  Lovington
Tankage
  Crude Oil   80,000 bpd   80,000 bpd   $0.0588/bbl   $0.01/bbl            
  Artesia
Tankage
  Crude Oil   40,000 bpd   40,000 bpd   $0.0882/bbl   $0.01/bbl            

 

Exhibit C-8


Applicable
Assets

  Type of
Applicable
Asset
  Product   Minimum
Capacity
Commitment
(aggregate
capacity unless
otherwise
noted)
  Minimum
Throughput
Commitment
(in the
aggregate, on
average, for
each Contract
Quarter)
  Base Tariff
(applicable
to all
movements
below the
Incentive
Tariff
Threshold)
  Incentive
Tariff
Threshold (in
the aggregate,
on average,
for each
Contract
Quarter)
  Incentive
Tariff
(applicable
to all
movements
at or above
the
Incentive
Tariff
Threshold)
  Excess
Tariff
(applicable
to all
movements
above the
Excess
Tariff
Thresholds
set forth
below, if
any)
  Tariff
Adjustment
  Tariff
Adjustment
Minimum/
Cap
  Tariff
Adjustment
Commencement
Date
  Assumed
OPEX
  Applicable Term
(all times are
Dallas, TX time)
Sinclair Crude Pipelines   Sinclair
Pathfinder
and 10”
Pipeline
  Crude Oil   50,000 bpd   50,000 bpd   $0.72/bbl   55,000 bpd   $0.36/bbl   —     FERC
Adjustment
  Subject to
0%
minimum
  July 1, 2023   —     12:01 a.m. on
March 14, 2022
to 12:01 a.m.
on
March 14, 2037
  Sinclair
Pathfinder
Pumpover
Pipeline
  Crude Oil   35,000 bpd   35,000 bpd   $0.15/bbl   N/A   N/A   —     FERC
Adjustment
  Subject to
0%
minimum
  July 1, 2023   —     12:01 a.m. on
March 14, 2022
to 12:01 a.m.
on March 14,
2037
  Sinclair
Guernsey
to Casper
Pipeline
  Crude Oil   18,000 bpd   18,000 bpd   $0.85/bbl   30,000 bpd   $0.43/bbl   —     FERC
Adjustment
  Subject to
0%
minimum
  July 1, 2023   —     12:01 a.m. on
March 14, 2022
to 12:01 a.m.
on March 14,
2037
  Sinclair
Guernsey
to Sinclair
Refinery
Pipeline
  Crude Oil   6,500 bpd   6,500 bpd   $1.57/bbl   10,000 bpd   $0.79/bbl   —     FERC
Adjustment
  Subject to
0%
minimum
  July 1, 2023   —     12:01 a.m. on
March 14, 2022
to 12:01 a.m.
on March 14,
2037
Sinclair Refined Products Pipelines   Sinclair
Medicine
Bow
Pipeline
  Refined
Products
  20,000 bpd   20,000 bpd   $1.53/bbl   20,000 bpd   $0.50/bbl   —     FERC
Adjustment
  Subject to
0%
minimum
  July 1, 2023   —     12:01 a.m. on
March 14, 2022
to 12:01 a.m.
on March 14,
2037
  Sinclair
Olathe
Pipeline
  Refined
Products
  3,750 bpd   3,750 bpd   $0.95/bbl   N/A   N/A   —     FERC
Adjustment
  Subject to
0%
minimum
  July 1, 2023   —     12:01 a.m. on
March 14, 2022
to 12:01 a.m.
on March 14,
2037
     Sinclair
Montrose
Pipeline
  Refined
Products
  3,000 bpd   3,000 bpd   $1.55/bbl   N/A   N/A   —     FERC
Adjustment
  Subject to
0%
minimum
  July 1, 2023   —     12:01 a.m. on
March 14, 2022
to 12:01 a.m.
on March 14,
2037
  Sinclair
Chase
Connection
Pipeline
  Refined
Products
  N/A   N/A   $125,000
per year
lease
  N/A   N/A   —     FERC
Adjustment
  Subject to
0%
minimum
  July 1, 2023   —     12:01 a.m. on
March 14, 2022
to 12:01 a.m.
on
March 14, 2037

 

Exhibit C-9


Applicable
Assets

  Type of
Applicable
Asset
  Product   Minimum
Capacity
Commitment
(aggregate
capacity unless
otherwise
noted)
  Minimum
Throughput
Commitment
(in the
aggregate, on
average, for
each Contract
Quarter)
  Base Tariff
(applicable
to all
movements
below the
Incentive
Tariff
Threshold)
  Incentive
Tariff
Threshold (in
the aggregate,
on average,
for each
Contract
Quarter)
  Incentive
Tariff
(applicable
to all
movements
at or above
the
Incentive
Tariff
Threshold)
  Excess
Tariff
(applicable
to all
movements
above the
Excess
Tariff
Thresholds
set forth
below, if
any)
  Tariff
Adjustment
  Tariff
Adjustment
Minimum/
Cap
  Tariff
Adjustment
Commencement
Date
  Assumed
OPEX
  Applicable Term
(all times are
Dallas, TX time)
Sinclair Crude Offloading Racks   Truck Racks   Crude   15,000 bpd   15,000 bpd   $0.25/bbl   N/A   N/A   —     PPI
Adjustment
  Subject
to 0%
minimum
  July 1,
2023
  —     12:01 a.m. on
March 14, 2022
to 12:01 a.m.
on March 14,
2037
Sinclair Crude Storage Tanks   Tanks   Crude   75,000 bpd   75,000 bpd   $0.40/bbl   75,000
bpd
  $0.05/bbl   —     PPI
Adjustment
  Subject
to 0%
minimum
  July 1,
2023
  —     12:01 a.m. on
March 14, 2022
to 12:01 a.m.
on March 14,
2037
Casper Refinery Refined Product Truck Track   Truck Rack   Refined
Product
  9,000 bpd   9,000 bpd   As set
forth in
Exhibit
R-2
  N/A   N/A   —     As set forth
in Exhibit
R-2
  Subject
to 0%
minimum
  As set
forth
in
Exhibit
R-2
  —     12:01 a.m. on
March 14, 2022
to 12:01 a.m.
on
March 14, 2037
Sinclair Refinery Refined Product Truck Rack   Truck Track     7,500 bpd   7,500 bpd                
Denver Terminal   Tankage     30,000 bpd   30,000 bpd                
Boise Terminal   Tankage     5,000 bpd   5,000 bpd                

 

Exhibit C-10


Applicable
Assets

  Type of
Applicable
Asset
  Product   Minimum
Capacity
Commitment
(aggregate
capacity unless
otherwise
noted)
  Minimum
Throughput
Commitment
(in the
aggregate, on
average, for
each Contract
Quarter)
  Base Tariff
(applicable
to all
movements
below the
Incentive
Tariff
Threshold)
  Incentive
Tariff
Threshold (in
the aggregate,
on average,
for each
Contract
Quarter)
  Incentive
Tariff
(applicable
to all
movements
at or above
the
Incentive
Tariff
Threshold)
  Excess
Tariff
(applicable
to all
movements
above the
Excess
Tariff
Thresholds
set forth
below, if
any)
  Tariff
Adjustment
  Tariff
Adjustment
Minimum/
Cap
  Tariff
Adjustment
Commencement
Date
  Assumed
OPEX
  Applicable Term
(all times are
Dallas, TX time)
Burley Terminal   Tankage   Refined
Product
  2,000 bpd   2,000 bpd   As set
forth
in
Exhibit
R-2
  N/A   N/A   —     As set
forth
in
Exhibit
R-2
  Subject
to 0%
minimum
  As set
forth
in
Exhibit
R-2
  —    
Carrollton Terminal   Tankage     3,750 bpd   3,750 bpd                  
Ft. Madison Terminal   Tankage     3,000 bpd   3,000 bpd                   12:01 a.m. on
March 14, 2022
to 12:01 a.m.
on
March 14, 2037
Kansas City Terminal   Tankage     7,000 bpd   7,000 bpd                

 

Exhibit C-11


Applicable Tariff Adjustments

FERC Adjustment:

Each Applicable Tariff shall be adjusted on July 1 of each index year during the Applicable Term by an amount equal to the percentage change, if any, between the two (2) immediately preceding index years, in the Federal Energy Regulation Commission Oil Pipeline Index (the “FERC Oil Pipeline Index”); provided, however, that if the percentage change, if any, between the two (2) immediately preceding index years in the FERC Oil Pipeline Index is negative, then there will be no change to the Applicable Tariffs.

PPI Adjustment:

Each Applicable Tariff shall be adjusted on July 1 of each calendar year by an amount equal to the upper change in the annual change rounded to four decimal places of the Producers Price Index-Commodities-Finished Goods, (PPI), et al. (“PPI”), produced by the U.S. Department of Labor, Bureaus of Labor Statistics. The series ID is WPUFD49207 as of June 1, 2016 – located at http://www.bls.gov/data/. The change factor shall be calculated as follows: annual PPI index (most current year) less annual PPI index (most current year minus 1) divided by annual PPI index (most current year minus 1). An example for year 2014 change is: [PPI (2013) – PPI (2012)] / PPI (2012) or (197.3 – 193.3) / 193.3 or .021 or 2.1%. If the PPI index change is negative in a given year then there will be no change in the tariff unless the tariff is subject to a minimum increase as defined elsewhere in Exhibit C.

Index no longer Published

If the either index is no longer published, the Parties shall negotiate in good faith to agree on a new index (as applicable) that gives comparable protection against inflation or deflation, and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the tariffs. If the Parties are unable to agree, a new index will be determined in accordance with the dispute resolution provisions set forth in the Omnibus Agreement, and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the tariffs.

 

Exhibit C-12


Exhibit D

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Measurement of Shipped Volumes

 

Applicable Asset

  

Type of Applicable Asset

  

Measurement of Volumes

Malaga Pipeline System    Pipelines   

Quantities shipped on the Malaga Pipeline System shall be determined by measuring unique barrels of Crude Oil (either by counting barrels or calculating barrels based on available meter data) shipped on the following origin and destination pairings:

Whites City Road Station to HEP Artesia Station

Whites City Road Station to Beeson Station

Whites City Road Station to Plains Pipeline Bisti Connection

HEP Artesia Station to Beeson Station

HEP Artesia Station to Plains Pipeline Bisti Connection

Beeson Station to Plains Pipeline Bisti Connection

 

The origin and destination pairings listed above utilize the following segments of the Pipeline System:

Whites City Road Station to HEP Artesia Station (8-inch)

HEP Artesia Station to Beeson Station (8-inch)

Beeson Station to Plains Pipeline Bisti Connection (12-inch)

 

Shipments on any other segments of the Malaga Pipeline System will be charged the then-current tariff and fees under the Crude Agreement.

 

For the avoidance of doubt, a barrel shipped on multiple segments of the Malaga Pipeline System shall only be counted as one barrel in satisfaction of the Minimum Throughput Commitment and shall not count as a separate barrel on each such segment. For example, a barrel shipped from Whites City Road Station to the Plains Pipeline Bisti Connection shall count as one barrel in satisfaction of the Minimum Throughput Commitment, and not as three barrels since it flows on three segments of the Malaga Pipeline System.

El Dorado

Assets

   Pipelines    Pipeline delivery throughput shall be determined by the shipments of Products by pipeline (and not over the Loading Racks) from the El Dorado Refinery.
   Tankage    Tankage throughput shall be determined by the sum of Products shipped from the El Dorado Refinery but not including shipments of coke and sulfur. For the avoidance of doubt, no Tankage throughput fees shall be paid for movements of Products within the El Dorado Refinery.
   Loading Rack    The Loading Rack Tariff will be paid for all quantities of Products or other materials loaded at the Loading Racks or the asphalt loading rack and any Products or other materials shipped using the weight scales.

 

Exhibit D-1


Applicable Asset

  

Type of Applicable Asset

  

Measurement of Volumes

Tulsa East Assets    Pipelines    Pipeline throughput will be determined by the quantities of Refined Product shipped on the Tulsa Pipelines.
   Group 1 Tankage    Group 1 Tankage throughput shall be determined by the sum of Refined Products shipped on the Pipelines and loaded at the Group 1 Loading Rack. Any streams moved internally within the Tulsa East Refinery will not be included in determining the volumes for any Minimum Revenue Commitment for the Group 1 Tankage.9
   Group 1 Loading Rack    The Group 1 Loading Rack Tariff will be paid for all quantities of Products loaded at the Group 1 Loading Rack.
   Group 2 Tankage    Group 2 Tankage throughput shall be determined by the sum of pipeline and truck quantities of Crude Oil and Intermediate Products received at the Tulsa East Refinery, including Crude Oil and Intermediate Products received at the Tulsa East Refinery from the Tulsa West Refinery. Any streams moved internally within the Tulsa East Refinery will not be included in determining the volumes for any Minimum Revenue Commitment for the Group 2 Tankage. Any Refined Products received from the Tulsa West Refinery or moved out of the Tulsa East Refinery will not be included in determining the volumes for the Minimum Revenue Commitment for the Group 2 Tankage.11
   Group 2 Loading Rack    The Group 2 Loading Rack Tariff will be paid for all quantities of Products loaded at the Group 2 Loading Rack.
   Interconnecting Pipelines   

The Interconnecting Pipeline Gas Throughput shall be determined by the sum of pipeline quantities of Intermediate Products shipped between the Tulsa East Refinery and the Tulsa West Refinery via the Hydrogen Interconnecting Pipeline, Refinery Fuel Gas Interconnecting Pipeline, and Refinery Sour Fuel Gas Interconnecting Pipeline.

 

The Interconnecting Pipeline Liquid Throughput shall be determined by the sum of pipeline quantities of Intermediate Products shipped between the Tulsa East Refinery and the Tulsa West Refinery via the Gasoline Interconnecting Pipeline and Distillate Interconnecting Pipeline.

Lovington Assets    Loading Rack    The Loading Rack Tariff will be paid for all quantities of Products loaded at the Lovington Loading Rack.
Roadrunner Assets    N/A    N/A
El Dorado Crude Tankage    Tankage    El Dorado Tankage throughput shall be determined by the sum of the pipeline quantities of Product received at the El Dorado Crude Tankage, based on custody transfer meters. For avoidance of doubt, no throughput fees shall be paid for movements of Products among the El Dorado Crude Tankage.
El Dorado Connector Pipeline10    Pipelines    El Dorado Connector Pipeline throughput shall be determined by the sum of the pipeline quantities of Product shipped from the Pony Express Pipeline to the El Dorado Crude Tankage via the El Dorado Connector Pipeline, based on measurement tickets from the meter owned by the Pony Express Pipeline and located upstream of the custody transfer flange.
Tulsa West Tankage    Tankage    Tulsa West Tankage throughput shall be determined by barrels of crude/lef deliveries at the following meters at the Tulsa West Refinery: #1387, #175, #176, #177, #178, #179, #180, #334, #1373 and #809.
Catoosa Lubes Terminal    Tankage    Catoosa Lubes Terminal throughput shall be determined by the sum of the products received by rail or truck at the Catoosa Lubes Terminal.
Orla Truck Terminal    Tankage    Orla Truck Terminal throughput shall be determined by the sum of the pipeline quantities of Product received at the Orla Truck Terminal, based on custody transfer meters.
HFRM Refined Products Pipelines    Pipelines    Pipeline throughput will be determined by the quantities of Refined Product shipped on the HFRM Refined Products Pipelines.

 

9 

For the avoidance of doubt, any high sulfur diesel fuel that HFRM may transport from the Tulsa West Refinery through the Group 1 Tankage or Group 2 Tankage for processing in the Tulsa East Refinery’s distillate hydrotreater shall be subject to the Group 2 Tankage Applicable Tariffs, and the resulting ultra low sulfur diesel fuel produced from the high sulfur diesel fuel and then shipped from the Tulsa East Refinery via either the Tulsa Pipelines or the loading rack located at the Tulsa East Refinery shall be subject to the applicable Group 1 Tankage Applicable Tariffs.

10 

See the definition of “Applicable Asset” in this Agreement.

 

Exhibit D-2


Applicable Asset

  

Type of Applicable Asset

  

Measurement of Volumes

HFRM Refined Products Terminals    Tankage and Truck Racks    Refined Products Terminals throughput shall be determined by the sum of the pipeline quantities of Refined Product received at each Refined Products Terminal, based on custody transfer meters, plus the sum of the volumes of ethanol and biodiesel received at the Refined Products Terminals by rail or truck.
Cushing Connect Pipeline    Pipeline    Cushing Connect Pipeline throughput shall be determined by the sum of pipeline quantities of Crude Oil received at the Tulsa East Refinery and Tulsa West Refinery.
Navajo Tanks    Tankage    Navajo Tank throughput shall be determined by the sum of quantities of Products shipped on pipelines, based on custody transfer meters.
Tulsa West Lube Racks    Loading Racks    The Tulsa West Lube Racks Tariff shall be paid for all quantities of Products loaded or unloaded at the Tulsa West Lube Racks.
Crude Tankage    Tankage    Crude Tankage throughput shall be determined by the sum of quantities of Crude Oil received in the Crude Tankage.
Sinclair Pipelines    Pipelines    Pipeline throughput will be determined by the volume of Crude Oil and Refined Product delivered to the applicable destination point, as determined by the meter at the destination.
Sinclair Refined Product Terminals    Tankage and Truck Racks    Sinclair Refined Products Terminals throughput shall be determined by the sum of the pipeline quantities of Refined Product received at each Sinclair Refined Products Terminal, based on the applicable meters, plus the sum of the volumes of ethanol and biodiesel received at the Sinclair Refined Products Terminals by rail or truck.
Sinclair Crude Offloading Racks    Truck Racks    The Sinclair Crude Offloading Racks Tariff shall be paid for all quantities of Products loaded or unloaded at the Sinclair Crude Offloading Racks.
Sinclair Crude Storage Tanks    Tankage    Sinclair Crude Storage Tanks throughput shall be determined by the sum of the quantities of Product received at the Sinclair Crude Storage Tanks, based on the applicable meters. For avoidance of doubt, no throughput fees shall be paid for movements of Products among the Sinclair Crude Storage Tanks.

 

Exhibit D-3


Exhibit E

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Volumetric Gains; Losses; Line Fill; High-API Oil Surcharge

 

Applicable Assets

  

Volumetric Gains and Losses

  

Line Fill

  

High-API Oil Surcharge

Malaga Pipeline System    HFRM shall, during the Applicable Term, (i) absorb all volumetric gains in the Malaga Pipeline System, and (ii) be responsible for all volumetric losses in the Malaga Pipeline System up to a maximum of 0.5%. HEP Operating shall be responsible for all volumetric losses in excess of 0.5% in the Malaga Pipeline System during the Applicable Term. Volumetric gains and losses shall be calculated and measured in a manner consistent with how and when gains and losses are calculated in the Crude Agreement.    HFRM shall be responsible for line fill by pipeline segment in accordance with HEP Operating’s policies for each segment as published on the Partnership’s website from time to time.    In the event HFRM desires to ship Crude Oil on the Malaga Pipeline System with an API Gravity in excess of 50 degrees, HEP Operating may, in its sole discretion, (i) refuse to ship such Crude Oil, or (ii) ship such Crude Oil and charge HFRM a surcharge (the “High-API Oil Surcharge”) equal to the increased expenses (or lower revenues) or capital costs, as a direct result thereof, as agreed upon by the Parties. If the Parties are unable to agree upon the High-API Oil Surcharge, the High-API Oil Surcharge will be determined pursuant to the dispute resolution provisions of the Omnibus Agreement. Any amounts paid by HFRM as a High-API Oil Surcharge shall not count toward satisfaction of any Minimum Revenue Commitment.
El Dorado Assets    —      —      —  
Tulsa East Assets    HFRM shall, during the Applicable Term, (i) absorb all volumetric gains in the Tulsa Pipelines, and (ii) be responsible for all volumetric losses in the Tulsa Pipelines up to a maximum of 0.5%. HEP Tulsa shall, during the Applicable Term, be responsible for all volumetric losses in excess of 0.5% in the Tulsa Pipelines. Gains and losses will be calculated for each Contract Quarter and offset against each other.    —      —  
Lovington Assets    —      —      —  

 

Exhibit E-1


Applicable Assets

  

Volumetric Gains and Losses

  

Line Fill

  

High-API Oil Surcharge

Roadrunner Assets    HFRM shall, during the Applicable Term, (i) absorb all volumetric gains in the Roadrunner Pipeline, and (ii) be responsible for all volumetric losses in the Roadrunner Pipeline up to a maximum of 0.5%. HEP Operating shall, during the Applicable Term, be responsible for all volumetric losses in excess of 0.5% in the Roadrunner Pipeline. Gains and losses will be calculated for each Contract Quarter and offset against each other.    —      —  
El Dorado Crude Tank Farm Assets    —      —      —  
Tulsa West Tankage    —      —      —  
Catoosa Lubes Terminal    —      —      —  
Orla Truck Terminal    —      —      —  
HFRM Refined Products Pipelines    As set forth in the tariffs listed on Exhibit N-1.    —      —  
HFRM Refined Products Terminals    HFRM shall, during the Applicable Term, (i) absorb all volumetric gains in the Refined Products Terminals and (ii) be responsible for all volumetric losses in the Refined Products Terminals up to a maximum of 0.25%. HEP Operating shall, during the Applicable Term, be responsible for all volumetric losses in excess of 0.25%. Gains and losses will be calculated annually on October 1 of each year for the prior October 1 to September 30 period on a terminal by terminal basis and offset against each other.    —      —  
Cushing Connect Pipeline    HFRM shall, during the Applicable Term, (i) absorb all volumetric gains in the Cushing Connect Pipeline, and (ii) be responsible for all volumetric losses in the Cushing Connect Pipeline up to a maximum of 0.5%. HEP Operating shall, during the Applicable Term, be responsible for all volumetric losses in excess of 0.5% in the Cushing Connect Pipeline. Gains and losses will be calculated for each Contract Quarter and offset against each other.    —      —  
Navajo Tanks    —      —      —  

 

Exhibit E-2


Applicable Assets

  

Volumetric Gains and Losses

  

Line Fill

  

High-API Oil Surcharge

Tulsa West Lube Racks    —      —      —  
Crude Tankage    —      —      —  
Sinclair Pipelines    With respect to the Sinclair Pipelines (A) with a published tariff, all product gains and losses will be addressed as provided in such tariff Pipelines or (B) without a published tariff, (1) Sinclair or its applicable Affiliate will absorb all volumetric gains and is responsible for all volumetric losses up to a maximum of 0.5% (on a pipeline by pipeline basis), in each case, determined quarterly and (2) HEP Operating or its applicable Affiliate is responsible for all volumetric losses in excess of 0.5% (on a pipeline by pipeline basis), determined quarterly; provided, that gains and losses pursuant to foregoing clause (B) will be calculated for each calendar quarter and offset against each other (on a pipeline by pipeline basis).    —      —  
Sinclair Refined Product Terminals    With respect to the Sinclair Refined Product Terminals, HEP Operating or its applicable Affiliate is responsible for all losses, determined quarterly, greater than 0.25% of the product terminalled (on a terminal by terminal basis), which shall be offset by any product gains during the same quarter (on a terminal by terminal basis), including any unused product gains in the immediately preceding quarter; all gains, after applying offsetting losses, are the property of HFC or its applicable Affiliate.    —      —  
Sinclair Crude Offloading Racks    —      —      —  
Sinclair Crude Storage Tanks    —      —      —  

 

Exhibit E-3


Exhibit F

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Increases in Tariff Rates as a Result of Changes in Applicable Law

 

Applicable Assets

         
    

Types of Tariffs that may be increased (as applicable)

  

Threshold

Malaga Pipeline System   

Pipeline Base Tariff

Pipeline Incentive Tariff

   None
El Dorado Assets   

Pipeline Base Tariff

Tankage Base Tariff

Loading Rack Base Tariff

  

No Base Tariff may be amended until HEP Operating has made capital expenditures of $1,000,000 in the aggregate with respect to the El Dorado Assets in order to comply with new Applicable Laws.

 

Thereafter, HEP Operating may amend the applicable Base Tariff to recover its full cost of complying with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $1,000,000.

Tulsa East Assets   

Tulsa Pipelines Base Tariff

Tulsa Group 1 Tankage Base Tariff

Tulsa Group 1 Loading Rack Tariff

Tulsa Group 2 Tankage Base Tariff

Tulsa Group 2 Loading Rack Tariff

   Base Tariff may not be amended until HEP Operating has made capital expenditures of $2,000,000 in the aggregate with respect to the Applicable Assets (excluding the Interconnecting Pipelines) in order to comply with new Applicable Laws.
   Tulsa Interconnecting Pipeline Base Tariff    Base Tariff may not be amended until HEP Operating has made capital expenditures of $1,000,000 in the aggregate with respect to the Interconnecting Pipelines in order to comply with new Applicable Laws.
Lovington Assets    Base Tariff    Base Tariff may not be amended until HEP Operating has made capital expenditures of $500,000 in the aggregate with respect to the Lovington Loading Rack in order to comply with new Applicable Laws.
Roadrunner Assets    Pipeline Base Tariff    Base Tariff may not be amended until HEP Operating has made capital expenditures of $1,000,000 in the aggregate with respect to the Roadrunner Pipeline in order to comply with new Applicable Laws.

 

Exhibit F-1


Applicable Assets

         
El Dorado Crude Tank Farm Assets    Base Tariff   

No Base Tariff may be amended until HEP Operating has made capital expenditures of $1,000,000 in the aggregate with respect to the El Dorado Crude Tank Farm Assets in order to comply with new Applicable Laws.

 

Thereafter, HEP Operating may amend the applicable Base Tariff to recover its full cost of complying with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $1,000,000.

Tulsa West Tankage    Base Tariff   

No Base Tariff may be amended until HEP Operating has made capital expenditures of $2,000,000 in the aggregate with respect to the Tulsa West Tankage in order to comply with new Applicable Laws.

 

Thereafter, HEP Operating may amend the Base Tariff to recover its full cost of complying with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $2,000,000.

Catoosa Lubes Terminal    Base Tariff   

No Base Tariff may be amended until HEP Operating has made capital expenditures of $1,000,000 in the aggregate with respect to the Catoosa Lubes Terminal in order to comply with new Applicable Laws.

 

Thereafter, HEP Operating may amend the applicable Base Tariff to recover its full cost of complying with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $1,000,000.

Orla Truck Terminal    Base Tariff   

No Base Tariff may be amended until HEP Operating has made capital expenditures of $1,000,000 in the aggregate with respect to the Orla Truck Terminal in order to comply with new Applicable Laws.

 

Thereafter, HEP Operating may amend the applicable Base Tariff to recover its full cost of complying with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $1,000,000.

 

Exhibit F-2


Applicable Assets

         
HFRM Refined Products Pipelines    Base Tariff   

No Base Tariff may be amended until HEP Operating has made capital expenditures of $5,000,000 in the aggregate with respect to the HFRM Refined Products Pipelines in order to comply with new Applicable Laws.

 

Thereafter, HEP Operating may file new tariff rates to amend the applicable Base Tariff to recover the cost of complying (including a reasonable return) with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $5,000,000.

HFRM Refined Products Terminals    Terminalling Fees   

No fees on Exhibit N-2 may be amended until HEP Operating has made capital expenditures of $5,000,000 in the aggregate with respect to the Refined Products Terminals in order to comply with new Applicable Laws.

 

Thereafter, HEP Operating may amend the applicable fees to recover HFRM’s pro rata share of the cost of complying with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $5,000,000.

Cushing Connect Pipeline    Base Tariff   

No Base Tariff may be amended until HEP Operating has made capital expenditures of $1,000,000 in the aggregate with respect to the Cushing Connect Pipeline in order to comply with new Applicable Laws.

 

Thereafter, HEP Operating may file new tariff rates to amend the applicable Base Tariff to recover the cost of complying (including a reasonable return) with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $1,000,000.

Navajo Tanks    Base Tariff   

No Base Tariff may be amended until HEP Operating has made capital expenditures of $1,000,000 in the aggregate with respect to the Navajo Tanks in order to comply with new Applicable Laws.

 

Thereafter, HEP Operating may amend the applicable Base Tariff to recover the cost of complying (including a reasonable return) with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $1,000,000.

Tulsa West Lube Racks    Base Tariff   

No Base Tariff may be amended until HEP Operating has made capital expenditures of $1,000,000 in the aggregate with respect to the Crude Tankage in order to comply with new Applicable Laws.

 

Thereafter, HEP Operating may amend the applicable Base Tariff to recover the cost of complying (including a reasonable return) with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $1,000,000.

Crude Tankage    Base Tariff    None.

 

Exhibit F-3


Applicable Assets

         
Sinclair Pipelines    Base Tariff   

No Base Tariff may be amended until HEP Operating has made capital expenditures of $5,000,000 in the aggregate with respect to the Sinclair Pipelines in order to comply with new Applicable Laws.

 

Thereafter, HEP Operating may file new tariff rates to amend the applicable Base Tariff to recover the cost of complying (including a reasonable return) with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $5,000,000.

Sinclair Refined Products Terminals    Terminalling Fees   

No fees on Exhibit R-2 may be amended until HEP Operating has made capital expenditures of $5,000,000 in the aggregate with respect to the Refined Products Terminals in order to comply with new Applicable Laws.

 

Thereafter, HEP Operating may amend the applicable fees to recover Sinclair’s pro rata share of the cost of complying with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $5,000,000.

Sinclair Crude Offloading Racks    Base Tariff   

No Base Tariff may be amended until HEP Operating has made capital expenditures of $500,000 in the aggregate with respect to the Sinclair Crude Offloading Racks in order to comply with new Applicable Laws.

 

Thereafter, HEP Operating may file new tariff rates to amend the applicable Base Tariff to recover the cost of complying (including a reasonable return) with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $500,000.

Sinclair Crude Storage Tanks    Base Tariff   

No Base Tariff may be amended until HEP Operating has made capital expenditures of $2,000,000 in the aggregate with respect to the Sinclair Crude Storage Tanks in order to comply with new Applicable Laws.

 

Thereafter, HEP Operating may file new tariff rates to amend the applicable Base Tariff to recover the cost of complying (including a reasonable return) with the new Applicable Laws and such recovery shall not be limited to amounts in excess of $2,000,000.

 

Exhibit F-4


Exhibit G

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Special Provisions: Malaga Pipeline System

1. Construction Projects. HEP Operating has (i) completed the construction projects set forth on Exhibit G-1 and (ii) built the 25 lease connections listed on Exhibit G-2 (the “Devon Lease Connections” and, together with the construction projects set forth on Exhibit G-1, the “Malaga Construction Projects”). With respect to Item 4 listed on Exhibit G-1, HFRM reimbursed HEP Operating 100% of the actual costs and expenses of those Malaga Construction Projects. HEP Operating bore the costs of constructing all of the other Malaga Construction Projects listed on Exhibit G-1 and Exhibit G-2, other than Item 4 on Exhibit G-2.

2. Option to Increase Minimum Capacity Commitment Following the Malaga Initial Period. At the end of the Malaga Initial Period and once-a-year thereafter during the Applicable Term, HFRM shall have the option to increase (but not decrease) the Minimum Capacity Commitment for the Malaga Pipeline System applicable to the remainder of the Applicable Term, which option may be exercised as follows:

2.1 Malaga Capacity Estimate. HFRM may initiate the process by which it will exercise its option by delivering to HEP Operating a written request for a statement of HEP Operating’s good faith estimate of the total uncommitted pipeline capacity for the Malaga Pipeline System that will be available for the remaining Applicable Term (a “Malaga Capacity Estimate”), which request must be made, (i) in the case of the election available at the end of the Malaga Initial Applicable Period, no later than the one hundred twentieth (120th) day before the end of the Malaga Initial Period, and (ii) in the case of the election available at the end of each twelve (12) month period following the end of the Malaga Initial Period (each a “Subsequent Year”), the one-hundred twentieth (120) day before the end of such Subsequent Year.

2.2 Response to Request for Malaga Capacity Estimate. HEP Operating must respond to each request with a written Malaga Capacity Estimate within ten (10) days of HEP Operating’s receipt of such request.

2.3 Malaga Exercise Notice. To exercise its option, HFRM must provide HEP Operating a written notice of exercise (an “Malaga Exercise Notice”) no later than ninety (90) days prior to the end of the Malaga Initial Period or Subsequent Year (as applicable), which Malaga Exercise Notice must contain the amount (stated in bpd) by which HFRM desires to increase the Minimum Capacity Commitment for the Malaga Pipeline System for the next occurring Subsequent Year and the remainder of the Applicable Term. The amount of increase for which HFRM may exercise this option may not exceed the available uncommitted pipeline capacity for the Malaga Pipeline System as stated in the Malaga Capacity Estimate. If no written Malaga Exercise Notice is received by such ninetieth (90th) day, then HFRM will be deemed to have waived its option, though such waiver shall not preclude HFRM from exercising its option in Subsequent Years according the process set forth in this Section 2.

 

Exhibit G-1


2.4 Increase in Minimum Capacity Commitment and Minimum Throughput Commitment. If HFRM timely exercises its option at the end of the Malaga Initial Period or a Subsequent Year in accordance with this Section 2, then, with respect to the next Subsequent Year and the remainder of the Applicable Term thereafter:

(a) the Minimum Capacity Commitment for the Malaga Pipeline System shall be increased by the amount specified in the Malaga Exercise Notice; and

(b) the Minimum Throughput Commitment shall be increased by an amount equal to the increase in the Minimum Capacity Commitment for the Malaga Pipeline System.

For example, if HFRM exercises its option at the end of the Malaga Initial Period to increase the Minimum Capacity Commitment for the Malaga Pipeline System from 40,000 bpd to 50,000 bpd (a 25% increase), then the Minimum Throughput Commitment shall be increased to equal 50,000 bpd (a 25% increase). This will have the effect of increasing the Minimum Pipeline Revenue Commitment by the operation of Section 2.2(a) of the Agreement.

3. Third Party Shipping. During the Malaga Initial Period, HFRM shall have the exclusive right to utilize the entire capacity of the Malaga Pipeline System. After the end of the Malaga Initial Period, if HEP Operating contracts with third parties to ship Crude Oil on the Malaga Pipeline System thereafter during the Applicable Term, subject to the terms of this Agreement, then HEP Operating may not charge any such third party transportation services fees, throughput fees, or other fees that are equal to or less on a per barrel basis (taking into account all applicable incentive tariffs and surcharges) than those charged to HFRM under this Agreement unless such third party agrees to minimum volume and revenue commitments equal to or in excess of those to which HFRM is subject hereunder. In the event that a third party with whom HEP has contracted agrees to minimum volume and revenue commitments that are equal to those to which HFRM is subject hereunder, and the transportation services fees, throughput fees, or other fees are less on a per barrel basis (taking into account all applicable incentive tariffs and surcharges) than those charged to HFRM under this Agreement, then the tariff rates charged to HFRM under this Agreement shall be automatically reduced to be equal to such third party tariff rates.

4. Storage. In addition, following the Malaga Commencement Date, HEP Operating agrees, for no additional fees, to provide storage services of up to 70,000 barrels with regard to Crude Oil shipped using the Malaga Pipeline System (30,000 barrels at the Whites City Road Station and 40,000 barrels at the Beeson Station) and provide limited in-tank Crude Oil blending services when operationally feasible at the HEP Operating Artesia Station to the specifications of HFRM, as such specifications may be adjusted from time to time.

5. Additional Applicable Tariff. The Parties hereby acknowledge that the Applicable Tariffs are in addition to tariffs applicable to volumes shipped on the Devon Lease Connections pursuant to the Crude Agreement.

 

Exhibit G-2


Exhibit G-1

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Construction Projects

 

1.

Whites City Road Station

 

  a.

Built station at the intersection of the idle 8” pipe and Whites City County Road (coordinates _32.064421 Lat _104.135759_ Long). This station includes 30,000 barrels of tankage for crude to be injected into the 8” headed north. The amount of property to be leased or purchased will be sufficient to install up to 5 crude truck off-loading LACTS and their associated tanks.

 

2.

HEP Artesia Station

 

  a.

Reactivated 8” Malaga Pipeline from the Whites City Road Station to the existing 30,000 barrel tank at HEP Artesia Station.

 

  b.

Built connecting 8” line between the reactivated 8” Malaga Pipeline and HEP Artesia Station for receipts of sweet crude originating from the Whites City Road Station.

 

  c.

Tie-in Millman Station and Devon Parkway sweet crude deliveries into the HEP Artesia Station 30,000 barrel tank, i.e., Devon Parkway barrels connected into and delivered to the Artesia Station tank.

 

  d.

Sweet crude oil deliveries out of HEP Artesia Station tank connected for delivery to Abo station.

 

  e.

Built 6” connecting pipeline approximately 6 miles to receive sweet barrels from the Devon Parkway into existing Millman System.

 

  f.

Build additional truck off loading facility at HEP Artesia Station.

 

  g.

Built 8” 11-mile pipeline from HEP Artesia Station to Beeson Station.

 

3.

HEP Beeson Station and Bisti Delivery

 

  a.

Built approximately 40,000 barrels of tankage at Beeson Station to receive sweet crude.

 

  b.

Built 6” pipeline (approximately 12 miles) to receive sweet barrels from the Devon Hackberry field.

 

  c.

Built connection from Anderson Ranch gathering system to the Devon Hackberry to Beeson Station connecting pipeline. This connection will be made to deliver sweet barrels through the Anderson Ranch pipe and deliver into the tank at the Beeson Station.

 

Exhibit G-1-1


  d.

Installed pumping capacity necessary for delivery into Plains Pipeline at Bisti (to deliver at a rate of up to 80,000 bpd).

 

  e.

Built 12” 12-mile pipeline from Beeson Station to Plains Pipeline System connection at Bisti.

 

4.

Built NM sweet truck off-loading station at Whites City Road Station.*

 

*

HEP Operating was reimbursed by HFRM for the costs of managing and constructing (4). HEP Operating will at all times be the owner of (4), including during the period of construction.

 

Exhibit G-1-2


Exhibit G-2

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Devon Lease Connections

 

Battery Name

 

Field Name

  

Location

 

Status

Diamond

  Parkway    32.6519528 N 104.0701295 W   Producing

Emerald

  Parkway    32.6525348 N 104.1045269 W   Producing

Beryl

  Parkway    32.6109502 N 104.0829194 W   Producing

Onyx

  Parkway    32.638176 N 104.093915 W   Producing

Coral

  Parkway    32.6253952 N 104.0745216 W   Producing

Turquoise

  Parkway    32.6365513 N 104.0701851 W   Producing

Agate

  Parkway    32.6520074 N 104.0873003 W   Producing

Jasper

  Parkway    32.623619 N 104.090791 W   Producing

Beetle Juice 19 Fed #1H

  Hackberry    32° 39’ 7.41” N 103° 54’ 4.05” W   Producing

Beetle Juice 19 Fed #3H

  Hackberry    32° 39’ 9.054” N 103° 54’ 43.471” W   Producing

Capella 14 Fed #1H

  Hackberry    32° 40’ 0.638” N 103° 50’ 4.152” W   Producing

Strawberry 7 Fed #2

  Hackberry    32° 40’ 43” N 103° 54’ 20.8” W   Producing

Strawberry 7 Fed #4

  Hackberry    32° 40’ 6.93” N 103° 54’ 4.28” W   Producing

Sirius 17 Fed #1H

  Hackberry    32° 39’ 59.165” N 103° 54’ 2.605” W   Producing

Sirius 17 Fed #2H

  Hackberry    32° 39’ 47.98” N 103° 53’ 2.44” W   Producing

Sirius 17 Fed #3H

  Hackberry    32° 39’ 30.98” N 103° 53’ 56.18” W   Producing

Arcturus 18 Fed #1H

  Hackberry    32° 39’ 59.66“N 103° 54’ 2.607” W   Producing

Arcturus 18 Fed #3H

  Hackberry    32° 39’ 23.058” 103° 54’ 57.028” W   Producing

Rigel 20 Fed Com #1H

  Hackberry    32° 39’ 7.185” N 103° 53’ 56.214” W   Producing

Rigel 20 Fed Com #3H

  Hackberry    32° 38’ 36.881” N 103° 53’ 56.099” W   Producing

Regulus 26 Fed #1

  Hackberry    32° 63’ 76.832” N 103° 83’ 24.245” W   Producing

Spica 25 Fed #1

  Hackberry    32° 63’ 76.834” N 103° 83’ 22.620” W   Producing

Vega 29 Fed Com #1

  Hackberry    32° 63’ 77.726” N 103° 88’ 57.377” W   Producing

Serene Sisters 25 Fed #1H

  Hackberry    32° 43’ 31.099” N 103° 49’ 3.506” W   Producing

Serene Sisters 25 Fed #3H

  Hackberry    32° 42’ 42.721” N 103° 49’ 32.488” W   Producing

 

Exhibit G-2-1


Exhibit H

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Special Provisions: El Dorado Assets

1. Change of Service. Subject to (i) any Applicable Law and (ii) technical specifications of the El Dorado Tankage, HFRM may request that HEP Operating change the service of any of the El Dorado Tankage from storage of one Product to storage of a different Product. If HEP Operating agrees to such request, HFRM shall indemnify and hold HEP Operating harmless from and against all costs and expenses associated with any such changing of service including costs of complying with any Applicable Law affecting such change of service.

2. Construction of New Tank. HEP Operating shall, or shall cause its Affiliate to, use its commercially reasonable efforts to construct a New Tank at the El Dorado Refinery in accordance with the specifications set forth on Exhibit H-3. If HEP Operating or its Affiliate should fail to complete the New Tank or if the New Tank Commencement Date does not occur for the New Tank for a reason related to the fault of HEP Operating or its Affiliate or a matter that is within or under the control of HEP Operating or its Affiliate, HEP Operating shall bear all costs, liabilities and expenses with respect to such incomplete New Tank, and if HEP Operating or its Affiliate should fail to complete the New Tank or if the New Tank Commencement Date does not occur for the New Tank for any other reason, HFRM shall reimburse HEP Operating or its Affiliate for all costs, liabilities and expenses incurred by HEP Operating or its Affiliate with respect to such incomplete New Tank. Promptly following the New Tank Commencement Date, HEP Operating will deliver a written certification to HFRM certifying the Final Construction Cost for the New Tank. Additionally, promptly following the New Tank Commencement Date, the Parties shall execute an amended Exhibit H-2 reflecting the addition of the New Tank and attach it to this Agreement. Such amended Exhibit H-2 shall be numbered Exhibit H-2.1, dated and appended as an additional schedule to this Agreement and shall replace the prior version of Exhibit H-2 in its entirety after its date of effectiveness.

1.

 

Exhibit H-1


Exhibit H-1

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

El Dorado Loading Rack

The Refined Products Truck Loading Rack and the Propane Truck Loading Rack transferred to El Dorado Logistics pursuant to that certain Conveyance, Assignment and Bill of Sale (El Dorado), dated effective as of October 25, 2011, by and between Frontier El Dorado and El Dorado Logistics.

 

Exhibit H-1-1


Exhibit H-2

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

El Dorado Tankage

 

TANK ID NUMBER   

CURRENT SERVICE/PRODUCT

  

NOMINAL CAPACITY, BBLS

1       DEMO
2       DEMO
3    ULSD    40,425
15    ULSD    12,422
16    Light Slop    28,880
17    Gasoline    92,740
18    Gasoline    88,600
19    Gasoline    90,733
20    Finish Gasoline    17,961
21    ULSD    120,639
23    ULSD    113,182
24    ULSD    119,269
25    Av Jet    65,117
29    CRU1 Feed    33,723
30    CRU2 Feed    39,417
31    ULSD    23,792
32    Finish Gasoline    74,847
64    Gasoline    17,961
65    Gasoline    17,941
66    Naptha    22,582
75    ULS k    24,938
78    ULS k    9,226
127    Heavy Slop    20,504
654    Sour Distilate    77,596
642    HTU2 Chg.    78,511
655    HTU2 Chg.    76,750
649    HTU4 CHg.    100,000
137    Gas Oil/Sour diesel    192,000
138    Gas Oil    193,742
139    Gas Oil    74,792
142    Gas Oil    191,563
143    Gas Oil    191,570
159    Slurry    9,778
167    Slurry    8,908
650    ULSD Dock    36,000
178    Coke Charge/Swing Tank    80,000
192**       DEMO

 

Exhibit H-2-1


TANK ID NUMBER   

CURRENT SERVICE/PRODUCT

  

NOMINAL CAPACITY, BBLS

212    Coker Chg.    76,524
213    Asphalt    77,675
215    AV Jet    67,529
216    Alkylate    72,618
218    Gas Oil    77,675
219    Reformate    71,466
220    Swing Tank    71,495
221    Gasoline Swing    71,508
222    Gasoline Swing    71,509
223    Reformate    72,893
224    Jet Fuel    71,534
225    HTU1 Chg, kerosene    28,882
226    Finish Gasoline    27,679
227    Natural Gasoline    27,701
230    Diesel (RAM)    4,780
231    Light Cycle (RAM)    1,923
250    FCCU Gasoline    75,354
251    FCCU Gasoline    75,968
252    FCCU Gasoline    75,968
253    Natural Gasoline    74,653
254    Isomerate    19,318
255    Isomerate    19,318
256    TEL Wash    950
447    Finish Gasoline    17,730
448    Gasoline    16,109
453    Ethanol    5,121
457    HTU3 Chg, LSR    32,690
458    Isomerate    32,690
490    ULSD    116,094
600    Propane    625
601    Propane    625
602    Propane    625
603    Propane    625
604    Propane    625
605    Propane    625
606    Propane    625
607    Propane    625
608    Propane    625
609    Propane    625
610    Propane    625
611    Propane    625
612    Propane    625
613    Propane    625
614    Propane    625

 

Exhibit H-2-2


TANK ID NUMBER   

CURRENT SERVICE/PRODUCT

  

NOMINAL CAPACITY, BBLS

615    Propane    625
616    Propane    625
617    Propane    625
618    Propane    625
619    Propane    625
620    Propane    575
621    Propane    100
640    Asphalt    66,859
641    Biodiesel    6,813
647    Asphalt    76,600
651    Heavy Atmospheric Gas Oil (HAGO)    32,346
653    HAGO    32,344
656    Diesel    500
657    Diesel    500

 

Exhibit H-2-3


Exhibit H-3

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Specifications for New Tank

 

TANK ID NUMBER

  

CURRENT

SERVICE/PRODUCT

  

NOMINAL CAPACITY,

BBLS

 

Exhibit H-3-1


Exhibit I

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Special Provisions: Navajo Tanks

1. Construction of Navajo Tanks. HEP Operating shall, or shall cause its Affiliate to, use its commercially reasonable efforts to construct the Navajo Tanks at the Navajo Refinery in accordance with the specifications set forth on Exhibit I-2, together with all associated infrastructure necessary to accommodate the Navajo Tanks. If HEP Operating or its Affiliate should fail to complete the Navajo Tanks or if the Navajo Tanks Commencement Date does not occur for a reason related to the fault of HEP Operating or its Affiliate or a matter that is within or under the control of HEP Operating or its Affiliate, HEP Operating shall bear all costs, liabilities and expenses with respect to such incomplete Navajo Tanks, and if HEP Operating or its Affiliate should fail to complete the Navajo Tanks or if the Navajo Tank Commencement Date does not occur for any other reason, HFRM shall cause its Affiliate to reimburse HEP Operating or its Affiliate for all costs, liabilities and expenses incurred by HEP Operating or its Affiliate with respect to such incomplete Navajo Tanks. Promptly following the Navajo Tank Commencement Date, HEP Operating will deliver a written certification to HFRM certifying the total capital expenditures relating to the construction of all associated infrastructure constructed by HEP Operating to accommodate the Navajo Tanks. The expected capital spend is approximately $3 million. Upon HFRM’s receipt of such certification, HFRM shall cause its Affiliate to reimburse HEP Operating for such capital expenditures. Following reimbursement of such capital expenditures by HFRM’s Affiliate, the associated infrastructure will be owned and operated by such Affiliate of HFRM. Additionally, promptly following the Navajo Tank Commencement Date, the Parties shall execute an amended Exhibit I-2 reflecting the addition of the Navajo Tanks and attach it to this Agreement. Such amended Exhibit I-2 shall be numbered Exhibit I-2.1, dated and appended as an additional schedule to this Agreement and shall replace the prior version of Exhibit I-2 in its entirety after its date of effectiveness.

2. Term.

Notwithstanding anything to the contrary in Article 7 of the Agreement, HFRM and HEP Operating agree that HFRM shall have the right to renew the Applicable Term with respect to the Navajo Tanks for one (5) year term (a “Successor Term”), upon prior written notice to HEP Operating no sooner than twenty-four (24) months prior to and no later than twelve (12) months prior to the conclusion of the initial Applicable Term.

 

Exhibit I-1-1


Exhibit I-2

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Navajo Tanks

 

TANK ID

  

REFINED PRODUCT

  

NOMINAL

CAPACITY (BBLS)

0020    Gasoline    50,000
0021    Gasoline    50,000
0022    Gasoline    50,000
0023    Gasoline    50,000

 

Exhibit I-2-1


Exhibit J

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Special Provisions: Tulsa East Assets

1. Change of Tankage Service. Subject to (i) any Applicable Law and (ii) technical specifications of the Tulsa Group 1 Tankage or the Tulsa Group 2 Tankage, HFRM may request that HEP Operating change the service of any of the Tulsa Group 1 Tankage or the Tulsa Group 2 Tankage from storage of one Product to storage of a different Product; provided, however, that HFRM shall indemnify and hold HEP Operating harmless from and against all costs and expenses associated with any such changing of service including costs of complying with any Applicable Law affecting such change of service.

2. Change of Interconnecting Pipeline Service. Subject to (i) any Applicable Law, (ii) technical specifications of the Tulsa Interconnecting Pipelines, and (iii) right-of-way and license agreements, HFRM may request that HEP Operating change the service of any of the Interconnecting Pipelines; provided, however, that HFRM shall indemnify and hold HEP Operating harmless from and against all costs and expenses associated with any such changing of service including costs of complying with any Applicable Law affecting such change of service.

3. Construction of New Tank. HEP Operating shall, or shall cause its Affiliate to, use its commercially reasonable efforts to construct a New Tank at the Tulsa Refinery in accordance with the specifications set forth on Exhibit J-6. If HEP Operating or its Affiliate should fail to complete the New Tank or if the New Tank Commencement Date does not occur for the New Tank for a reason related to the fault of HEP Operating or its Affiliate or a matter that is within or under the control of HEP Operating or its Affiliate, HEP Operating shall bear all costs, liabilities and expenses with respect to such incomplete New Tank, and if HEP Operating or its Affiliate should fail to complete the New Tank or if the New Tank Commencement Date does not occur for the New Tank for any other reason, HFRM shall reimburse HEP Operating or its Affiliate for all costs, liabilities and expenses incurred by HEP Operating or its Affiliate with respect to such incomplete New Tank. Promptly following the New Tank Commencement Date, HEP Operating will deliver a written certification to HFRM certifying the Final Construction Cost for the New Tank. Additionally, promptly following the New Tank Commencement Date, the Parties shall execute an amended Exhibit J-3 reflecting the addition of the New Tank and attach it to this Agreement. Such amended Exhibit J-3 shall be numbered Exhibit J-3.1, dated and appended as an additional schedule to this Agreement and shall replace the prior version of Exhibit J-3 in its entirety after its date of effectiveness.

 

Exhibit J-1


Exhibit J-1

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Tulsa Group 1 Loading Rack

The Propane Truck Loading Rack, Asphalt Truck Loading Rack and Gas Oil Truck Loading Rack transferred to HEP Tulsa LLC pursuant to that certain Bill of Sale, Assignment and Assumption Agreement, dated December 1, 2009, by and between Sinclair Tulsa Refining Company and HEP Tulsa LLC.

 

Exhibit J-1-1


Exhibit J-2

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Tulsa Group 1 Pipeline

The two Product Delivery Pipelines transferred to HEP Tulsa LLC pursuant to that certain Bill of Sale, Assignment and Assumption Agreement, dated December 1, 2009, by and between Sinclair Tulsa Refining Company and HEP Tulsa LLC.

 

Exhibit J-2-1


Exhibit J-3

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Tulsa Group 1 Tankage

 

TANK ID

  

REFINED PRODUCT

  

CAPACITY (BBLS)

10    ULSD #2 (XT)    37,500
11    ULSD #2 (XT)    37,500
12    Naptha    32,000
45    Decant    5,700
102    Kerosene    37,500
103    Kerosene    37,500
104A    ULSD #2 (XT)    37,500
110    ULSD #1    37,500
111    Kerosene    37,500
115A    ULSD #2 (XT)    151,000
215    ULSD #2 (XT)    151,000
116    Kerosene    50,860
117    ULSD #2 (XT)    63,000
444A    Gasoline Blendstock    32,832
450A    Premium Unleaded    12,000
451       DEMO
452A    USLD #2 (XT)    12,000
464A    Unleaded Regular    80,000
465    Unleaded Regular    79,320
466    Unleaded Regular    79,320
467A    Unleaded Regular    80,000
470A    Unleaded Regular    151,020
472    Unleaded Regular    151,000
473A    Premium Unleaded (ST)    151,020
601    Unleaded Regular    19,000
602    Premium Unleaded (ST)    10,000
603    Out of Service    DEMO
605    Ethanol    5,000
606    Empty    500

 

Exhibit J-3-1


Exhibit J-4

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Tulsa Group 2 Loading Rack

The Rail Loading Rack transferred to HEP Tulsa LLC pursuant to that certain Conveyance, Assignment and Bill of Sale, dated March 31, 2010, by and between Holly Refining & Marketing – Tulsa LLC and HEP Tulsa LLC.

 

Exhibit J-4-1


Exhibit J-5

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Tulsa Group 2 Tankage

 

TANK ID

  

CURRENT SERVICE

  

CAPACITY (BBLS)

1    Crude    130,450
2    Crude    130,000
3    Crude    116,579
8    Crude    130,233
123    CSO    37,500
471A    Regular    151,020
107A    Flux/Asphalt    55,954
108A    Flux/Asphalt    37,500
109    Flux/Asphalt    37,500
125    Flux/Asphalt    37,500
131    Flux/Asphalt    37,500
442       DEMO
445A    Gasoline blendstock    32,787
446       DEMO
460    LSR    80,000
461A    LSR    80,000
17    FCCU LCO    37,500
114    Raw Diesel    131,000
9    Raw gas oil    150,260
15    Raw gas oil    130,000
16    Raw gas oil-Sour    151,078
6A    Raw naphtha    69,082
4    Scanfiner feed    120,566
40    Raw gas oil    5,734
41    CSO    4,032
34    Truck loading-64/22 asphalt    11,798
36A    Truck loading-58/28 asphalt    11,500
124A    Flux/Asphalt    37,500
18A    Slop    37,500
31    Slop    15,000
7A    Naptha    69,082
14    Naptha    55,000

 

Exhibit J-5-1


Exhibit J-6

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Specifications for New Tank

 

TANK ID NUMBER

  

CURRENT

SERVICE/PRODUCT

  

NOMINAL CAPACITY,

BBLS

12    Naphtha    32,000

 

Exhibit J-6-1


Exhibit K

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Special Provisions: El Dorado Crude Tank Farm Assets

 

1.

El Dorado Terminal Operation. HEP Operating will use commercially reasonable efforts to maintain the El Dorado Terminal’s current connections to the pipelines owned and operated by (a) Tallgrass Energy Partners, LP (the “Pony Express Pipeline”), (b) Osage Pipe Line Company, LLC (the “Osage Pipeline”), (c) Rose Rock Midstream, L.P. (the “Rose Rock Pipeline”), and (d) MV Purchasing, LLC (the “MVP Pipeline”), but shall not be required to expend additional monies in connection therewith unless agreed separately in writing with HFRM. HFRM may request HEP Operating to connect the El Dorado Crude Tankage to new pipelines, whether owned by third parties or by HFRM, subject to HEP Operating’s approval of such connections and the engineering standards related to such; HEP Operating will not unreasonably withhold such approval. If HEP Operating approves any new connection requested by HFRM, HFRM will reimburse HEP Operating the actual expenses incurred by HEP Operating that are associated with such connection, plus an administrative charge of fifteen percent (15%). In addition, the Minimum Throughput Commitment will be increased to account for any additional expense HEP Operating bears in connection with ongoing operating expenses associated with such requested pipeline connection. Any HEP Operating expenditures requested by HFRM beyond pipeline connections will be negotiated separately.

 

2.

Tank Use. HEP Operating shall make available to HFRM on an exclusive basis the shell capacity, minimum and maximum capacities, and working capacity for the El Dorado Crude Tankage. HEP Operating will make at least two (2) of such tanks available for blending services at all times during the Applicable Term. HEP Operating and HFRM will work together to assign minimum and maximum capacities of each tank within sixty (60) days following the commencement of the Applicable Term. These minimum and maximum capacities will be set to allow the most working capacity available to HFRM within reasonable industry practices. The minimum and maximum capacity for each tank will be used to determine the working capacity of each tank (calculated by subtracting the minimum capacity from the maximum capacity for each Tank) (the “Working Capacity”). Once the Working Capacity is agreed upon, HEP may assign, in its sole discretion, new maximum and minimum capacities to each tank if required to allow for safe operation. If HEP determines it is necessary to reduce the aggregate Working Capacity to less than 650,000 Barrels (as such volume may be adjusted pursuant to Section 4 of this Exhibit K (the “El Dorado Minimum Working Capacity”), the Minimum Throughput Commitment will be reduced proportionately. HFRM may deliver or have delivered Product into the El Dorado Crude Tankage from the El Dorado Refinery, the Pony Express Pipeline, the Osage Pipeline the Rose Rock Pipeline or the MVP Pipeline. HFRM agrees not to deliver to the Terminal any Products which fail to meet the El Dorado Quality Specifications, or which would in any way be injurious to the El Dorado Crude Tankage, or that may not lawfully be handled in the Tankage. HFRM shall be responsible for and pay for all damages resulting from handling of any Products by HFRM, its designee, or its consignee; provided, however, so long as the Products meet the El Dorado Quality Specifications, HFRM shall not be responsible for damages arising from the negligence or willful misconduct of HEP, its agents, employees or contractors or from ordinary wear and tear.

 

Exhibit K-1


3.

Terminal Maintenance, Changes, or Installations. HEP Operating shall make the El Dorado Crude Tankage available for HFRM’s exclusive use except for times at which a tank must be taken out of service for routine maintenance, in which event HEP Operating will use commercially reasonable efforts to minimize the duration of the outage. HEP Operating may take more than one tank out of service due to unplanned maintenance, environmental, or operational occurrences and may schedule more than one tank out of service if the duration is minimal (i.e. less than 1 week for seal inspection or mixer repair on top of an API 653 of another tank), but HEP Operating will not schedule more than one tank out of service for extended overlapping periods (e.g., two API 653s at the same time overlapping 1+ weeks). HEP Operating will provide HFRM written notice at least forty-five (45) days prior to any scheduled maintenance, changes or installations affecting the El Dorado Crude Tankage. In the event HEP Operating cannot provide any or all of the services during any maintenance, changes or installations within the El Dorado Terminal, or if such maintenance, changes or installations causes HEP Operating to take any tank out of service and HEP Operating does not provide a substitute tank in the place of such tank, the Minimum Throughput Commitment shall be reduced by the Working Capacity of such out-of-service tank for the duration of such outage.

 

4.

Right of First Refusal. HEP Operating may not lease or pledge or commit to provide any storage services with respect to the El Dorado Crude Tankage at the El Dorado Terminal to a third party unless HEP Operating first offers to HFRM the exclusive right to use the Working Capacity of such tanks on substantially the same terms as HEP Operating has previously negotiated with a third party in arms-length negotiations. HFRM will have thirty (30) days (the “El Dorado Crude Tank Farm Consideration Period”) to consider the option to utilize such Working Capacity and to provide notice to HEP Operating of its election to accept or decline such Working Capacity. If HFRM has not notified HEP Operating within 30 days, then HEP Operating may proceed to enter into an agreement with the third party for such Working Capacity; provided, however, that if HEP Operating does not enter into an agreement with the third party within sixty (60) days following HFRM’s notice to decline or the expiration of the El Dorado Crude Tank Farm Consideration Period, then HFRM’s rights under this Section 4 will apply to any subsequent bona fide third party offer to HEP Operating regarding such Working Capacity. For clarity, HFRM did exercise their Right of First Refusal option on the Jayhawk Tankage as of May 1, 2021.

 

5.

Jayhawk Tankage. For clarity, the Jayhawk Lease was terminated as of May 1, 2021 and the Minimum Throughput Commitment has been amended per Section 1.2 of the Second Amendment to the Seventh Amended and Restated Master Throughput Agreement.

 

6.

Right to Refuse. HEP Operating reserves the right to refuse receipt of any Product into the El Dorado Terminal, alternatively route such Product to another location, or take other appropriate action in regards to such Product if Product does not meet the El Dorado Quality Specifications. HFRM, if requested in writing, will provide HEP Operating with notice setting forth the quantity, quality, and specifications of Product to be delivered a minimum of four (4) hours prior to any delivery to the El Dorado Terminal. Any reasonable costs incurred by HEP Operating in connection with addressing or handling HFRM’s Product that does not meet the El Dorado Quality Specifications shall be borne by HFRM.

 

7.

Terminal Damage or Destruction. If any part of the El Dorado Terminal or the El Dorado Crude Tankage are damaged or destroyed by fire or other casualty, HEP Operating shall have the discretion to reduce receipts into and deliveries out of the El Dorado Terminal and to allocate any remaining El Dorado Terminal capacity and throughput fairly and reasonably among various customers utilizing terminalling services at the El Dorado Terminal. HEP Operating may, but shall not be obligated to, repair or replace such damaged or destroyed terminal facilities or Tanks.

 

Exhibit K-2


8.

Delivery Lines. The El Dorado Crude Tankage is connected to the El Dorado Refinery by two 16” delivery lines, together with associated piping necessary for Product movements into and out of the El Dorado Crude Tankage (the “El Dorado Delivery Lines”). HEP Operating will operate the El Dorado Delivery Lines for HFRM’s exclusive use. HEP Operating will operate one of the 16” El Dorado Delivery Lines for Product movements from the El Dorado Crude Tankage to the El Dorado Refinery with a capacity to deliver (a) 130,000 bpd based on a maximum viscosity of 350 SUS at 60 degrees Fahrenheit when operating only one El Dorado Delivery Line, and (b) 165,000 bpd based on a maximum viscosity of 350 SUS at 60 degrees Fahrenheit when operating both El Dorado Delivery Lines. HEP Operating will operate the other 16” El Dorado Delivery Line for bidirectional use. HEP Operating will maintain the El Dorado Delivery Lines to gravity feed Product to the El Dorado Refinery or, upon request of HFRM, to pump Product to the El Dorado Refinery at a pressure of at least 25 psig (when operating one El Dorado Delivery Line) and 50 psig (when operating both El Dorado Delivery Lines), as measured at the El Dorado Refinery receipt point. HEP Operating will maintain at least two (2) full-sized pumps for this service and will operate the pumps at HFRM’s request.

 

9.

Products Testing. At HFRM’s request and upon HEP Operating’s approval, such approval not to be unreasonably withheld, delayed or conditioned, HEP Operating shall provide sampling and testing services for HFRM’s Products at the El Dorado Terminal. All fees for Product testing shall be billed to HFRM at HEP Operating’s actual cost.

 

Exhibit K-3


Exhibit K-1

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

El Dorado Crude Tankage and Jayhawk Tankage

 

1.

El Dorado Crude Tankage:

 

Tank ID Number

  

Current Service/Product

  

Nominal Capacity, BBLs

4150    Crude    80,000
4151    Crude    80,000
4152    Crude    80,000
4153    Crude    80,000
4154    Crude    80,000
4155    Crude    125,000
4156    Crude    125,000
4157    Crude    125,000
4158    Crude    125,000
4159    Crude    125,000
4160    Crude    125,000

 

Exhibit K-1-1


Exhibit K-2

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

El Dorado Terminal Quality Specifications

Petroleum liquid that has a true vapor pressure equal to or greater than 1.5 psia but not greater than 11.1 psia.

 

Exhibit K-2-1


Exhibit L-1

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Tulsa West Tankage

 

TANK ID NUMBER

  

CURRENT

SERVICE/PRODUCT

  

NOMINAL CAPACITY, BBLS

13    Crude/Lef    55,000
186    Crude/Lef    55,000
187    Crude/Lef    55,000
188    Crude/Lef    55,000
244    Crude/Lef    55,000
874    Crude/Lef    121,000

 

Exhibit L-1-1


Exhibit L-2

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Special Provisions:

Tulsa West Tankage

1. XO Maintenance Operating Expense Adjustment. At the end of the Applicable Term, HEP Operating shall calculate the aggregate XO maintenance operating expenses incurred for the Tulsa West Tankage (“Actual OPEX”). In the event that the Actual OPEX exceeds the Assumed OPEX for the Tulsa West Tankage set forth on Exhibit C, HFRM shall, within ten (10) days of receiving an invoice from HEP Operating, reimburse HEP Operating an amount equal to (i) the Actual OPEX minus (ii) the Assumed OPEX (the “OPEX Reimbursement Amount”). In the event that the Actual OPEX is less than the Assumed OPEX for the Tulsa West Tankage set forth on Exhibit C, no adjustments shall be made and no amounts shall be reimbursed.

 

Exhibit L-2-1


Exhibit M

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Special Provisions: Orla Truck Terminal

Construction of Orla Truck Terminal. HEP Operating constructed the following:

 

   

approximately 50,000 BBL nominal capacity IFR tank

 

   

three lane diesel sales loading rack with associated piping and electrical and SCADA equipment that will have a throughput capacity, with further additions, of 30,000 bpd

 

   

an MCC/office building

 

   

paved access roadway, approximately .8 miles long, from the existing TXDOT FM road to the new HEP Loading Terminal

 

Exhibit M-1


Exhibit N-1

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

HFRM Refined Products Pipelines

 

Pipeline

  

Origin and Destination

   Miles of
Pipeline
   Diameter
(inches)
  

Capacity
(Bpd)

South System    Artesia, NM to Orla, TX to El Paso, TX    221    12/8    95,000
  

Artesia, NM to El Paso, TX

(Magellan El Paso Terminal)

   210    12    100,000
Artesia Moriarty    Artesia, NM to Moriarty, NM    215    12/8    27,000
Artesia Bloomfield    Artesia, NM to Bloomfield, NM    406    12/8    Same as above

 

Exhibit N-1


Exhibit N-2

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

HFRM Refined Products Terminals and Terminalling Fees

1. Refined Products Terminals.

 

Location

  

Storage Capacity (bbls)

  

Number of Tanks

Moriarty, NM    211,000    9
Mountain Home, ID    122,000    4
Spokane, WA    532,000    32
Navajo Refinery truck rack    N/A    N/A
Woods Cross Refinery truck rack    N/A    N/A

2. Terminalling Fees. HEP Operating will charge the following fees for services at the HFRM Refined Products Terminals, as applicable:

 

Service

  

Fee

Truck Rack Delivery    $0.3527 per barrel
Handling Fees for Products Provided by Shipper (Ethanol, Biodiesel, Isobutane, etc)    $0.0806 per blended barrel
Gasoline and Diesel Additives (lubricity, red dye, generic and proprietary gasoline additives, etc.)    $0.0806 per additized barrel + Cost of Additive per additized barrel

For the avoidance of doubt, the Amended and Restated Unloading and Blending Services Agreement, which governs the ethanol and biodiesel blending services performed at the refined product truck rack by HEP Operating in Artesia, shall remain in full force and effect.

The fees shall be adjusted on July 1 of each calendar year by an amount equal to the upper change in the annual change rounded to four decimal places of the Producers Price Index-Commodities-Finished Goods, (PPI), et al. (“PPI”), produced by the U.S. Department of Labor, Bureaus of Labor Statistics. The series ID is WPUFD49207 as of June 1, 2016 – located at http://www.bls.gov/data/. The change factor shall be calculated as follows: annual PPI index (most current year) less annual PPI index (most current year minus 1) divided by annual PPI index (most current year minus 1). An example for year 2014 change is: [PPI (2013) – PPI (2012)] / PPI (2012) or (197.3 – 193.3) / 193.3 or .021 or 2.1%. If the PPI index change is negative in a given year then there will be no change in the fees.

3. Applicable Term. The Applicable Term with respect to the Refined Products Terminals shall commence at 12:01 a.m. on July 1, 2019 and end at 12:01 a.m. on July 1, 2029.

 

Exhibit N-2


Exhibit N-3

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Special Provisions: HFRM Refined Products Pipelines and HFRM Refined Products Terminals

 

  1.

Obligations of HEP Operating.

HFRM acknowledges and agrees that HEP Operating’s obligations pursuant to Section 2.5 of the Agreement with respect to the HFRM Refined Products Pipelines are subject to: (i) HEP Operating’s ability to renew the MAPL Lease, provided, that if the MAPL Lease is terminated or expires, HFRM and HEP Operating shall renegotiate the minimum volume commitment for the Artesia Bloomfield Pipeline and the Artesia Moriarty Pipeline taking into account the volumes that HFRM is unable to ship due to loss of pipeline space; and (ii) HEP Operating’s ability to permanently remove from service any of the pipelines comprising the South System if HEP Operating determines in good faith that such pipeline cannot be operated safely in accordance with HEP Operating’s historical operating practices; provided, that the remaining pipelines in the South System continue to provide sufficient capacity to allow HFRM to satisfy its minimum volume commitment on the South System.

 

  2.

Drag Reducing Agents and Additives.

HEP Operating will reimburse HFRM for the cost of DRA furnished by HFRM for use on the South System on a 50/50 basis until each of HFRM and HEP Operating expends $250,000 annually, with 100% of the cost over $500,000 annually to be covered by HFRM. HEP Operating will use its commercially reasonable efforts to minimize use of DRA on the South System and maximize use of HEP Operating’s existing horsepower; provided, that in the event HEP Operating determines that it is not economically advantageous for HEP Operating to operate the South System in a manner that maximizes use of HEP Operating’s existing horsepower and minimizes the use of DRA, then HEP Operating may use DRA in lieu of horsepower and the cost of such DRA is borne solely by HEP Operating and does not count towards HEP Operating’s share of the cost of DRA stated above.

 

  3.

Taxes.

Notwithstanding anything to the contrary in Section 2.10 of the Agreement, HFRM will reimburse HEP Operating for New Mexico gross receipts tax, if applicable, but not income tax, levied on or with respect to the services provided by HEP Operating to HFRM with respect to the HFRM Refined Products Pipelines and HFRM Refined Products Terminals.

 

  4.

Deficiency Payments.

Notwithstanding anything to the contrary in Article 10 of the Agreement, HFRM and HEP Operating agree that deficiency payments with respect to the HFRM Refined Products Pipelines will be credited against any payments owed by HFRM in the following four Contract Quarters in excess of the Minimum Commitment for such Calendar Quarters; provided, however, that HFRM will not receive credit for any deficiency payment in any of the following four Contract Quarters until they have met the Minimum Commitment in the succeeding Contract Quarter.

 

Exhibit N-3


Exhibit O-1

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Special Provisions: Cushing Connect Pipeline

 

  1.

Obligations of HEP Operating.

HFRM acknowledges and agrees that HEP Operating’s obligations pursuant to Section 2.5 of the Agreement with respect to the Cushing Connect Pipeline are subject to the continued effectiveness of the Capacity Use Agreement between HEP Operating and Cushing Connect Pipeline Holdings LLC, dated October 1, 2019 (as the same may be amended from time to time, the “Cushing Connect Capacity Use Agreement”).

 

  2.

Term.

Notwithstanding anything to the contrary in Article 7 of the Agreement and subject to Section 1 of this Exhibit O-1, HFRM and HEP Operating agree that the Applicable Term with respect to the Cushing Connect Pipeline will automatically terminate upon the expiration or earlier termination of the Cushing Connect Capacity Use Agreement.

Notwithstanding anything to the contrary in Article 7 of the Agreement, HFRM and HEP Operating agree that the Applicable Term with respect to the Cushing Connect Pipeline will automatically renew for successive two (2) year terms (each a “Successor Term”) unless either Party provides written notice to the other Party on or before two (2) years prior to the conclusion of the initial Applicable Term on March 31, 2036 or each Successor Term, as applicable; such written notice shall state the Party’s intent to terminate this Agreement with respect to the Cushing Connect Pipeline.

 

  3.

Construction; Reimbursement.

HEP Operating shall, or shall cause its Affiliate to, use its commercially reasonable efforts to construct the Cushing Tulsa Interconnection System. The specifications for the Cushing Tulsa Interconnection System are set forth on Exhibit O-2. HFRM shall reimburse HEP Operating for all costs, liabilities and expenses incurred by HEP Operating or its Affiliate in connection with the construction of the Cushing Tulsa Interconnection System, provided, that if HEP Operating or its Affiliate should fail to complete the Cushing Tulsa Interconnection System or if the Cushing Connect Commencement Date does not occur for a reason related to the fault of HEP Operating or its Affiliate or a matter that is solely within or under the control of HEP Operating or its Affiliate, HEP Operating shall bear all costs, liabilities and expenses with respect to the incomplete Cushing Tulsa Interconnection System, and provided, further, that if HEP Operating or its Affiliate should fail to complete the Cushing Tulsa Interconnection System or if the Cushing Connect Commencement Date does not occur for any other reason, HFRM shall reimburse HEP Operating or its Affiliate for all costs, liabilities and expenses incurred by HEP Operating or its Affiliate with respect to the incomplete Cushing Tulsa Interconnection System.

HEP Operating shall, or shall cause its Affiliate to, use its commercially reasonable efforts to construct such other pipeline, tank and other delivery point connections to accommodate and connect the Cushing Connect Pipeline as HFRM shall reasonably request from time to time, provided, that HFRM shall reimburse HEP Operating for all costs, liabilities and expenses incurred by HEP Operating or its Affiliate in connection with such additional construction, and provided, further, that if HEP Operating determines in

 

Exhibit O-1-1


good faith that any additional construction project requested by HFRM cannot be constructed or operated safely in accordance with HEP Operating’s historical operating practices, HEP Operating shall have no obligation to construct such additional construction project.

 

  4.

Deficiency Payments.

Notwithstanding anything to the contrary in Article 10 of the Agreement, HFRM and HEP Operating agree that deficiency payments with respect to the Cushing Connect Pipeline will be credited against any payments owed by HFRM in the following four Contract Quarters in excess of the Minimum Commitment for such Calendar Quarters; provided, however, that HFRM will not receive credit for any deficiency payment in any of the following four Contract Quarters until they have met the Minimum Commitment in the succeeding Contract Quarter.

 

Exhibit O-1-2


Exhibit O-2

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Specifications for Cushing Tulsa Interconnection System

The Cushing Tulsa Interconnection System will be designed to receive crude oil from the Cushing Connect Pipeline at the Tulsa East Refinery and the Tulsa West Refinery.

 

1.

Tulsa West Refinery

 

  a.

The breakpoints of the Cushing Connect Pipeline and Cushing Tulsa Interconnection System will be the flange immediately downstream of the Cushing Connect Pipeline crude oil delivery meter that is to be located at the Tulsa West Refinery.

 

  b.

HEP Operating or its Affiliate will construct piping and fitting necessary to deliver crude oil from the breakpoint to tanks 13, 186, 187, 188, 244, and 874 at the Tulsa West Refinery at a rate of 7,000 barrels per hour.

 

2.

Tulsa East Refinery

 

  a.

The breakpoints of the Cushing Connect Pipeline and Cushing Tulsa Interconnection System will be the flange immediately downstream of the Cushing Connect Pipeline crude oil delivery meter that is to be located at the Tulsa East Refinery.

 

  b.

HEP Operating or its Affiliate will construct piping and fitting necessary to deliver crude oil from the breakpoint to tanks 1, 2, 3, and 8 at the Tulsa East Refinery at a rate of 7,000 barrels per hour.

 

Exhibit O-2-1


Exhibit P

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Crude Tankage

The Crude Tankage consists of the following:

 

Name

  

Tank Number

  

Refinery / Location

Woods Cross Tankage    103    Woods Cross Refinery
   121
   126
Artesia Tankage    437    Navajo Refinery (Artesia)
   1225
Lovington Tankage    1201A    Navajo Refinery (Lovington)
   1201B

 

Exhibit P-1


Exhibit Q-1

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Tulsa West Lube Racks

The Tulsa West Lube Racks consist of the following assets located at the Tulsa West Refinery, in each case as further described in the Prior Tulsa Throughput Agreement:

 

  1.

Lube Oil Rail Rack

  2.

Wax Rail Rack

  3.

Black Oil Rail Rack

  4.

Lube Oil Truck Rack

  5.

Extract Truck Rack

  6.

Wax Truck Rack

  7.

Extract Rail Rack

  8.

Bright Stock Rail Rack, Diesel Rail Rack, L70 Rail Rack

  9.

SW MEK Tank 702 Truck Rack

  10.

Circosol Rack

 

Exhibit Q-1


Exhibit Q-2

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Special Provisions: Tulsa West Lube Racks

 

  1.

Prior Tulsa Throughput Agreement. HFRM (for itself and its Affiliates, including HollyFrontier Tulsa) and HEP Operating (for itself and its Affiliates, including HEP Tulsa) acknowledge and agree that (a) the Prior Tulsa Throughput Agreement was terminated effective as of January 1, 2021 and (b) notwithstanding such termination, the provisions of Section 5 (Indemnification) and Section 6 (Consent to Third Party Operator) of the Prior Tulsa Throughput Agreement shall survive and continue to apply with respect to the Tulsa West Lube Racks as if incorporated herein mutatis mutandis; provided, however, that if the Tulsa West Lube Racks cease to be subject to this Agreement, the provisions of Section 5 (Indemnification) and Section 6 (Consent to Third Party Operator) of the Prior Tulsa Throughput Agreement shall terminate and the continued application thereof shall only be if and to the extent such provisions expressly provide for survival following termination.

 

  2.

Exclusive Use. HEP Operating (for itself and HEP Tulsa) agrees that, during the Applicable Term, HFRM and its Affiliates shall have the exclusive right to use the Tulsa West Lube Racks.

 

  3.

Insurance. Notwithstanding the termination of the Prior Tulsa Throughput Agreement, HFRM will continue to be responsible for insurance in respect of the Tulsa West Lube Racks for so long as the Tulsa West Lube Racks are subject to this Agreement.

 

  4.

Permits. HollyFrontier Tulsa will continue to hold all permits necessary for the operation of the Tulsa West Lube Racks for so long as the Tulsa West Lube Racks are subject to this Agreement.

 

Exhibit Q-2


Exhibit R-1

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Sinclair Pipelines

1. Sinclair Crude Oil and Refined Products Pipelines

 

Pipeline

  

Origin and Destination

  

Miles of
Pipeline

  

Diameter
(inches)

   Capacity (Bpd)

Sinclair Pathfinder and 10” Pipeline

   Casper, WY to Sinclair, WY   

16” -102 miles

10” –102 miles

   16 and 1”    16” – 55,000

10” – 45,500

Sinclair Pathfinder Pumpover Pipeline

   Within Casper, WY    N/A    N/A    N/A

Sinclair Guernsey to Casper Pipeline

   Guernsey, WY to Casper, WY    115 miles    10    53,000

Sinclair Guernsey to Sinclair Refinery Pipeline

   Guernsey, WY to Sinclair, WY    218 miles    10    45,500

Sinclair Medicine Bow Pipeline

   Sinclair, WY to Denver, CO    204 miles    6 and 10    28,000

Sinclair Olathe Pipeline

   Olathe, KS to Carrolton, MO    82 miles    8    15,000

Sinclair Montrose Pipeline

   Carrollton, MO to Montrose, IA    142 miles    8    11,000

Sinclair Chase Connection Pipeline

   Aurora, CO to Denver, CO    15 miles    10    29,000

 

Exhibit R-1


Exhibit R-2

to

Eighth Amended and Restated

Master Throughput Agreement

Sinclair Refined Products Terminals and Terminalling Fees

 

 

2. Sinclair Refined Products Terminals.

 

Location

   Storage Capacity (bbls)      Number of Tanks  

Boise Terminal

     475,000        16  

Burley Terminal

     170,000        8  

Carrollton Terminal

     350,000        5  

Denver Terminal

     890,000        18  

Ft. Madison Terminal

     180,000        6  

Kansas City Terminal

     334,000        9  

Casper Refinery Refined Product Truck Rack

     N/A        N/A  

Sinclair Refinery Refined Product Truck Rack

     N/A        N/A  

3. Terminalling Fees. HEP Operating will charge the following fees for services at the Sinclair Refined Products Terminals, as applicable:

 

Service

   Fee ($/bbl)  

Rack Delivery of Gasolines and Diesel

   $ 0.4000  

Rack Delivery of Jet Fuel

   $ 0.5000  

Handling Fees for Products Provided by Shipper (Ethanol, Biodiesel, Isobutane, etc.)

   $ 1.50  

Gasoline and Diesel Additives (lubricity, red dye, generic and proprietary gasoline additives, etc.)

    
$0.18 + Cost of Additive per
additized barrel
 
 

“Top Tier” Gasoline and Diesel Additives

    
$0.35 + Cost of Additive
per additized barrel
 
 

Red Dye

   $ 0.17  

The terminalling fees for the Sinclair Refined Products Terminals will be adjusted each year, commencing July 1, 2023, by an amount equal to the upper change in the annual change rounded to four decimal places of the Producers Price Index-Commodities-Finished Goods, (PPI), et al. (“PPI”), produced by the U.S. Department of Labor, Bureaus of Labor Statistics. The series ID is WPUFD49207 as of June 1, 2016 – located at http://www.bls.gov/data/. The change factor shall be calculated as follows: annual PPI index (most current year) less annual PPI index (most current year minus 1) divided by annual PPI index (most current year minus 1). An example for year 2014 change is: [PPI (2013) – PPI (2012)] / PPI (2012) or (197.3 – 193.3) / 193.3 or .021 or 2.1%. If the PPI index change is negative in a given year then there will be no change in the fees.

 

Exhibit R-2


Exhibit R-3

to

Eighth Amended and Restated

Master Throughput Agreement

 

 

Special Provisions: Sinclair Assets

 

  1.

Deficiency Payments.

Notwithstanding anything to the contrary in Article 10 of the Agreement, Sinclair and HEP Operating agree that deficiency payments with respect to the Sinclair Assets will be credited against any payments owed by Sinclair in the following four Contract Quarters in excess of the Minimum Commitment for such Calendar Quarters; provided, however, that Sinclair will not receive credit for any deficiency payment in any of the following four Contract Quarters until it has met the Minimum Commitment in the succeeding Contract Quarter.

 

  2.

Tariffs.

If a base tariff or incentive tariff cannot be achieved as set forth in Exhibit C with respect to the Sinclair Assets as a result of federal or state regulatory limitations on ratemaking, Sinclair and HEP Operating shall implement alternative tariff structures and/or minimum throughput commitments that produce the same overall commercial result.

 

Exhibit R-3

Exhibit 10.2

 

 

TWENTY-SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT

 

among

 

HF SINCLAIR CORPORATION,

 

HOLLY ENERGY PARTNERS, L.P.

 

and

 

CERTAIN OF THEIR RESPECTIVE SUBSIDIARIES

 

Effective as of March 14, 2022

 


TABLE OF CONTENTS

 

         Page  

ARTICLE I DEFINITIONS AND INTERPRETATIONS

     3  

1.1

  DEFINITIONS      3  

1.2

  INTERPRETATION      3  

ARTICLE II BUSINESS OPPORTUNITIES

     3  

2.1

  RESTRICTED BUSINESSES      3  

2.2

  PERMITTED EXCEPTIONS      3  

2.3

  RIGHT OF OFFER      4  

2.4

  PROCEDURE FOR OFFERING ACQUIRED OR CONSTRUCTED ASSETS TO HEP      5  

2.5

  SCOPE OF PROHIBITION      6  

2.6

  ENFORCEMENT      6  

2.7

  LIMITATION ON ACQUISITIONS OF PERMITTED ASSETS BY HEP GROUP MEMBERS      6  

2.8

  TERMINATION OF ARTICLE II      7  

ARTICLE III INDEMNIFICATION

     7  

3.1

  CONDITIONS OF INDEMNIFICATION BY THE HFS ENTITIES      7  

3.2

  INDEMNIFICATION BY THE HFS ENTITIES      7  

3.3

  CONDITIONS OF INDEMNIFICATION BY HEP ENTITIES      9  

3.4

  INDEMNIFICATION BY HEP ENTITIES      9  

3.5

  MUTUAL GENERAL INDEMNITY      10  

3.6

  EXCLUSIONS FROM INDEMNITY FOR POST-CLOSING DATE CLAIMS      10  

3.7

  INDEMNIFICATION PROCEDURES      11  

3.8

  LIMITATION ON INDEMNIFICATION OBLIGATIONS      12  

3.9

  WAIVER OF SUBROGATION      13  

ARTICLE IV GENERAL AND ADMINISTRATIVE EXPENSES

     13  

4.1

  GENERAL      13  

ARTICLE V RIGHT OF FIRST REFUSAL

     15  

5.1

  HF SINCLAIR RIGHT OF FIRST REFUSAL: PROHIBITION ON FURTHER TRANSFER OF TRANSFERRED ASSETS      15  

5.2

  PROCEDURES      16  

ARTICLE VI HF SINCLAIR PURCHASE OPTION

     18  

6.1

  OPTION TO PURCHASE TULSA TRANSFERRED ASSETS      18  

ARTICLE VII [INTENTIONALLY OMITTED]

     19  

ARTICLE VIII DISPUTE RESOLUTION

     19  

8.1

  DISPUTE RESOLUTION      19  

8.2

  ARBITRATION      19  

8.3

  CONFLICT      20  

ARTICLE IX FORCE MAJEURE

     20  

9.1

  FORCE MAJEURE      20  

ARTICLE X MISCELLANEOUS

     21  

10.1

  CHOICE OF LAW      21  

10.2

  NOTICES      21  

10.3

  ENTIRE AGREEMENT      22  

10.4

  AMENDMENT OR MODIFICATION      22  

 

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10.5

  ASSIGNMENT      22  

10.6

  COUNTERPARTS      22  

10.7

  SEVERABILITY      22  

10.8

  FURTHER ASSURANCES      22  

10.9

  RIGHTS OF LIMITED PARTNERS      22  

10.10

  HEADINGS      23  

10.11

  LIMITATION OF DAMAGES      23  

10.12

  NATURE OF THE RELATIONSHIP      23  

EXHIBITS

 

Exhibit A    -    Omnibus Agreement Amendments
Exhibit B    -    Definitions
Exhibit C    -    Interpretation
Exhibit D    -    Asset Indemnification Summary
Exhibit E    -    Administrative Fee
Exhibit F    -    Temporary Administrative Fee

 

ii


TWENTY-SECOND AMENDED AND RESTATED

OMNIBUS AGREEMENT

THIS TWENTY-SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT (this “Agreement”) is being entered into on and is effective as of March 14, 2022 (the “Effective Date”), by and among the following entities (all Delaware limited liability companies unless otherwise noted):

 

HF Sinclair Corporation, a Delaware corporation (“HF Sinclair”), and its Affiliates listed below (singularly, “HFS Entity”; and with HF Sinclair collectively, the “HFS Entities”):
           HollyFrontier Corporation, a Delaware corporation (“HFC”)
  El Paso Operating LLC (“El Paso Operating”)
  HollyFrontier El Dorado Refining LLC (“HollyFrontier El Dorado”)
  HollyFrontier Cheyenne Refining LLC (“HollyFrontier Cheyenne”)
  HollyFrontier Tulsa Refining LLC (“HollyFrontier Tulsa”)
  HollyFrontier Woods Cross Refining LLC (“HollyFrontier Woods Cross”)
  Navajo Pipeline Co., L.P., a Delaware limited partnership (“Navajo Pipeline”)
  HollyFrontier Navajo Refining LLC (“HollyFrontier Navajo”)
  HollyFrontier Refining & Marketing LLC (“HFRM”)
  HollyFrontier Transportation LLC (“HollyFrontier Transportation”)
  Cheyenne Renewable Diesel Company LLC (“CRDC”)
  Sinclair Oil LLC, a Wyoming limited liability company (“Sinclair Oil”)
  Sinclair Casper Refining LLC, a Wyoming limited liability company (“Casper Refining”)
  Sinclair Wyoming Refining LLC, a Wyoming limited liability company (“Sinclair Refining”)
AND
Holly Energy Partners, L.P., a Delaware limited partnership (“HEP”), and its Affiliates listed below (singularly, “HEP Entity”; and with HEP collectively, the “HEP Entities”):
  Cheyenne Logistics LLC (“Cheyenne Logistics”)
  El Dorado Logistics LLC (“El Dorado Logistics”)
  El Dorado Operating LLC (“El Dorado Operating”)
  El Dorado Osage LLC (“El Dorado Osage”)
  Frontier Aspen LLC
  HEP Cushing LLC (“HEP Cushing”)
  HEP El Dorado LLC (“HEP El Dorado”)

 

1


  HEP Logistics GP, L.L.C. (the “OLP GP”)
  HEP Logistics Holdings, L.P., a Delaware limited partnership (the “General Partner”)
  HEP Mountain Home, L.L.C.
  HEP Navajo Southern, L.P., a Delaware limited partnership
  HEP Oklahoma LLC
  HEP Fin-Tex/Trust-River, L.P.
  HEP Pipeline Assets, Limited Partnership, a Delaware limited partnership
  HEP Pipeline GP, L.L.C.
  HEP Pipeline, L.L.C. (“HEP Pipeline”)
  HEP Refining Assets, L.P., a Delaware limited partnership (“HEP Refining Assets”)
  HEP Refining GP, L.L.C.
  HEP Refining, L.L.C. (“HEP Refining”)
  HEP Tulsa LLC (“HEP Tulsa”)
  HEP UNEV Holdings LLC (“HEP UNEV”)
  HEP UNEV Pipeline LLC (“HEP UNEV Pipeline”)
  HEP Woods Cross, L.L.C.
  Holly Energy Partners – Operating, L.P., a Delaware limited partnership (the “Operating Partnership”)
  Holly Energy Storage – Lovington LLC
  Holly Logistic Services, L.L.C. (“Holly GP”),
  Lovington-Artesia, L.L.C.
  NWNAL LLC
  Roadrunner Pipeline, L.L.C. (“Roadrunner”)
  SLC Pipeline LLC
  Woods Cross Operating LLC (“Woods Cross Operating”)
  Sinclair Transportation Company LLC, a Wyoming limited liability company (“STC”)
  Sinclair Logistics LLC, a Wyoming limited liability company
  Sinclair Pipeline Company LLC, a Wyoming limited liability company

This Agreement amends and restates in its entirety the Twenty-First Amended and Restated Omnibus Agreement which was entered into on February 8, 2021 and effective January 1, 2021, among certain of the HFS Entities and certain of the HEP Entities which were signatories thereto (the “Previous Amended and Restated Omnibus Agreement”).

 

2


RECITALS:

WHEREAS, certain of the Parties entered into an Omnibus Agreement on July 13, 2004 (as amended, the “Original Omnibus Agreement”) to evidence their agreement with respect to various administrative, indemnity and other obligations, which agreement has been further amended and restated as set forth on Exhibit A, resulting in the Previous Amended and Restated Omnibus Agreement.

WHEREAS, the Parties desire to amend and restate the Previous Amended and Restated Omnibus Agreement as provided herein in order to, among other things, consolidate terms from various other agreements between the parties and to clarify terms as more particularly set forth herein.

AGREEMENT:

NOW, THEREFORE, in consideration of the premises and the covenants, conditions and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATIONS

1.1 Definitions. Capitalized terms used throughout this Agreement and not otherwise defined herein shall have the meanings set forth on Exhibit B.

1.2 Interpretation. Matters relating to the interpretation of this Agreement are set forth on Exhibit C.

ARTICLE II

BUSINESS OPPORTUNITIES

2.1 Restricted Businesses. For so long as a HFS Group Member owns a controlling interest in the general partner of HEP, and except as permitted by Section 2.2, Holly GP and each HFS Group Member shall be prohibited from engaging in or acquiring a controlling interest in or operating any business having assets or operations engaged in the Restricted Businesses.

2.2 Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, Holly GP and the HFS Group Members may engage in the following activities under the following circumstances:

 

  (a)

the ownership and/or operation of any of the Retained Assets (including replacements of the Retained Assets);

 

  (b)

any Restricted Businesses conducted by a HFS Group Member and Holly GP with the approval of the General Partner;

 

  (c)

the ownership and/or operation of Restricted Businesses by an HFS Entity or Holly GP in its capacity as general partner of HEP or its general partner;

 

  (d)

the ownership and/or operation of any asset or group of related assets used in the Restricted Business that are acquired or constructed by a HFS Group Member or Holly GP after the Closing Date (the “Permitted Assets”), the fair market value of which (as determined in good faith by the Board of Directors of HF Sinclair) is as follows:

 

3


  (i)

less than $5 million at the time of such acquisition or good faith estimate of construction costs, as the case may be; or

 

  (ii)

equal to or greater than $5 million at the time of the acquisition or good faith estimate of construction costs; provided, HEP has been offered the opportunity to purchase the Permitted Assets in accordance with Section 2.3 and HEP has elected not to purchase the Permitted Assets;

 

  (e)

the ownership of the UNEV Profits Interest;

 

  (f)

the ownership of limited or any general partnership interests in HEP;

 

  (g)

the ownership and/or operation of the El Paso Hawkins Terminal; and

 

  (h)

the ownership and/or operation of the Sinclair Refinery Logistics Assets.

2.3 Right of Offer.

 

  (a)

If Holly GP or a HFS Group Member becomes aware of an opportunity to acquire Permitted Assets with a fair market value (as determined in good faith by the Board of Directors of HF Sinclair) equal to or greater than $5 million, then, subject to Section 2.3(c), as soon as practicable, Holly GP or such HFS Group Member shall notify HEP of such opportunity and deliver to HEP, or provide HEP access to all information prepared by or on behalf of, or material information submitted or delivered to, Holly GP or such HFS Group Member relating to such potential transaction. As soon as practicable, but in any event within 30 days after receipt of such notification and information, HEP shall notify Holly GP or the HFS Group Member that it has either elected:

 

  (i)

not to cause a HEP Group Member to pursue the opportunity to purchase the Permitted Assets, or

 

  (ii)

to cause a HEP Group Member to pursue the opportunity to purchase the Permitted Assets, in which case the applicable Parties shall follow the procedures in Section 2.4.

 

  (b)

If, at any time, HEP abandons such opportunity (as evidenced in writing by HEP to the HFS Group Member), Holly GP or the HFS Group Member may pursue such opportunity. Any Permitted Assets which are permitted to be acquired by Holly GP or a HFS Group Member must be so acquired:

 

  (i)

within 12 months of the later to occur of the date that Holly GP or the HFS Group Member becomes able to pursue such acquisition in accordance with the provisions of this Section 2.3, and (b) the date upon which all required governmental approvals to consummate such acquisition have been obtained, and

 

4


  (ii)

on terms not materially more favorable to Holly GP or the HFS Group Member than were offered to HEP.

If either of these conditions are not satisfied, the opportunity must be reoffered to HEP in accordance with Section 2.3(a).

 

  (c)

Section 2.3(a) shall not apply if Holly GP or a HFS Group Member:

 

  (i)

becomes aware of an opportunity to make an acquisition that includes Permitted Assets and assets that are not Permitted Assets, and the Permitted Assets have a fair market value (as determined in good faith by the Board of Directors of HF Sinclair) equal to or greater than $5 million but comprise less than half of the fair market value (as determined in good faith by the Board of Directors of HF Sinclair) of the total assets being considered for acquisition, or

 

  (ii)

desires to construct Permitted Assets with an estimated construction cost (as determined in good faith by the Board of Directors of HF Sinclair) equal to or greater than $5 million;

provided, however, that in each case Holly GP or a HFS Group Member, as the case may be, shall comply with Section 2.4.

 

  (d)

Section 2.3 shall not apply to the Sinclair Refinery Logistics Assets.

2.4 Procedure for Offering Acquired or Constructed Assets to HEP.

 

  (a)

Within 180 days after the consummation of the acquisition or the completion of construction by Holly GP or a HFS Group Member of the Permitted Assets, as the case may be, Holly GP or the HFS Group Member shall notify HEP in writing of such acquisition or construction and offer HEP the opportunity to purchase such Permitted Assets (the “Offer”). The Offer shall set forth the terms relating to the purchase of the Permitted Assets, and, if Holly GP or any HFS Group Member desires to utilize the Permitted Assets, the Offer will also include (i) the commercially reasonable terms on which the HEP Group will provide services to Holly GP or the HFS Group Member to enable Holly GP or the HFS Group Member to utilize the Permitted Assets and (ii) the terms of any service agreements, leases or access agreements to be provided to HEP by Holly GP or the HFS Group relating to such assets. As soon as practicable, but in any event within 30 days after receipt of such written notification, HEP shall notify Holly GP or the HFS Group Member in writing that HEP has elected (i) not to cause a HEP Group Member to purchase the Permitted Assets, in which event Holly GP or the HFS Group Member shall be forever free to continue to own or operate such Permitted Assets, or (ii) to cause a HEP Group Member to purchase the Permitted Assets, in which event Section 2.4(b) and Section 2.4(c) shall apply.

 

5


  (b)

If within 60 days after receipt by HEP of the Offer, Holly GP or the HFS Group Member and HEP are able to agree on the fair market value of the subject Permitted Assets and the other terms of the Offer including, the terms, if any, on which the HEP Group will provide services to Holly GP or the HFS Group Member to enable it to utilize the Permitted Assets, a HEP Group Member shall purchase the Permitted Assets for the agreed upon fair market value as soon as commercially practicable after such agreement has been reached and, if required by the Offer or otherwise agreed, enter into an agreement with Holly GP or the HFS Group Member to provide services in a manner consistent with the Offer.

 

  (c)

If Holly GP or the HFS Group Member and HEP are unable to agree within 60 days after receipt by HEP of the Offer on the fair market value of the subject Permitted Assets and/or the other terms of the Offer, Holly GP or the HFS Entity, on the one hand, and HEP, on the other hand, will engage a mutually agreed upon investment banking firm to determine the disputed terms. Such investment banking firm will determine the disputed terms within 30 days of its engagement and furnish Holly GP or the HFS Group Member, on the one hand, and HEP, on the other hand, its determination. The fees of the investment banking firm will be split equally between Holly GP or the HFS Group Member, on the one hand, and HEP, on the other hand. Once the investment banking firm has submitted its determination of the disputed terms, HEP will have the right, but not the obligation, to cause a HEP Group Member to purchase the Permitted Assets pursuant to the Offer as modified by the determination of the investment banking firm. HEP will provide written notice of its decision to Holly GP or the HFS Group Member within 30 days after the investment banking firm has submitted its determination. Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Permitted Assets. If HEP elects to cause a HEP Group Member to purchase the Permitted Assets, then the HEP Group Member shall purchase the Permitted Assets pursuant to the Offer as modified by the determination of the investment banking firm as soon as commercially practicable after such determination and, if applicable, enter into an agreement with Holly GP or the HFS Group Member to provide services in a manner consistent with the Offer, as modified by the determination of the investment banking firm, if applicable.

2.5 Scope of Prohibition. Except as provided in this Article II and the Partnership Agreement, Holly GP and each HFS Group Member shall be free to engage in any business activity, including those that may be in direct competition with any HEP Group Member.

2.6 Enforcement. Holly GP and the HFS Group Members agree and acknowledge that the HEP Group does not have an adequate remedy at law for the breach by Holly GP and the HFS Group of the covenants and agreements set forth in this Article II, and that any breach by Holly GP and the HFS Group of the covenants and agreements set forth in this Article II would result in irreparable injury to the HEP Group. Holly GP and the HFS Group Members further agree and acknowledge that any HEP Group Member may, in addition to the other remedies that may be available to the HEP Group, file a suit in equity to enjoin Holly GP and the HFS Group from such breach and hereby consent to the issuance of injunctive relief under this Agreement.

2.7 Limitation on Acquisitions of Permitted Assets by HEP Group Members. Notwithstanding anything in this Agreement to the contrary, a HEP Group Member who is not a party to this Agreement is prohibited from acquiring Permitted Assets. In the event HEP desires a HEP Group Member who is not a party to this Agreement to acquire any Permitted Assets, then the General Partner shall first cause such HEP Group Member to become a party to this Agreement.

 

6


2.8 Termination of Article II. The provisions of this Article II may be terminated by HF Sinclair upon a Change of Control of HF Sinclair.

ARTICLE III

INDEMNIFICATION

3.1 Conditions of Indemnification by the HFS Entities. All indemnities set forth in Section 3.2 are subject to the following conditions:

 

  (a)

Except for the indemnity in Sections 3.2(a)(ii), (vii) and (viii), indemnities apply only to the Transferred Assets and only until the applicable expiration date, if any, related to each such Transferred Asset shown on Exhibit D.

 

  (b)

The aggregate liability of the HFS Entities for all Covered Environmental Losses under Section 3.2(a) shall not exceed the amounts shown in column (b) on Exhibit D. The liability limits listed in column (b) represent separate individual limits for each location.

 

  (c)

Indemnities in Section 3.2(a)(i) apply only to the extent that such events or conditions occurred before the applicable Closing Date.

3.2 Indemnification by the HFS Entities.

 

  (a)

Subject to Section 3.1, the HFS Entities shall indemnify, defend and hold harmless the HEP Entities from and against any Liability or Claim incurred by the HEP Entities or any Third Party to the extent arising out of:

 

  (i)

the Covered Environmental Losses relating to the Transferred Assets to the extent caused by the acts or omissions of an HFS Entity;

 

  (ii)

the ownership or operation by HF Sinclair and its Affiliates of any asset not constituting part of the Transferred Assets, except to the extent arising out of the negligent acts or omissions or willful misconduct of HEP or any of its Affiliates;

 

  (iii)

the failure of the applicable HEP Entity to be the owner of valid and indefeasible easement rights or fee ownership for interests in and to the lands on which any pipeline or related pump station, tank farm or equipment conveyed or contributed or otherwise Transferred (including by way of a Transfer of the ownership interest of a Person or by operation of law) to the applicable HEP Entity on the applicable Closing Date;

 

  (iv)

the failure of the applicable HEP Entity to have the consents, licenses and permits necessary to allow any such Transferred Assets referred to in Section 3.2(a)(iii) to cross the roads, waterways, railroads and other areas upon which any such Transferred Assets are located as of the Closing Date;

 

  (v)

the cost of curing any condition set forth in clauses (iii) or (iv) above to the extent such conditions do not allow any Transferred Asset to be operated in accordance with Prudent Industry Practice;

 

7


  (vi)

the following:

 

  (A)

events and conditions associated with the operation of the Transferred Assets before the Closing Date (other than Covered Environmental Losses which are provided for under Section 3.2(a)(i) and events and conditions covered by Section 3.4);

 

  (B)

all legal actions pending against the HFS Entities on July 13, 2004;

 

  (C)

the completion of remediation projects at the respective HEP Entity’s El Paso Hawkins Terminal, Albuquerque terminal and Mountain Home terminal that were ongoing or scheduled as of July 13, 2004;

 

  (D)

events and conditions associated with the Retained Assets and whether occurring before or after the Closing Date;

 

  (E)

all federal, state and local tax liabilities attributable to the operation or ownership of the Transferred Assets prior to the applicable Closing Date, including any such tax liabilities of the HFS Entities that may result from the consummation of the formation transactions for the HEP Entities and the General Partner;

 

  (F)

any breach by HollyFrontier Tulsa of the representations and warranties set forth in Section 3.9 of the Master Lease and Access Agreement; and

 

  (G)

the Covered Environmental Losses, if any, relating to the demolition of the Demo Assets or the cleaning of the Released Assets by HEP and its Affiliates pursuant to the Letter Agreement.

 

  (vii)

the operation by HEP and its Affiliates of any assets owned by HF Sinclair or any of its Affiliates, except to the extent arising out of the gross negligence or willful misconduct of HEP or any of its Affiliates;

 

  (viii)

any failure to perform any covenant or agreement made or undertaken by HF Sinclair or its Affiliates in the (A) Master Lease and Access Agreement, or the exercise by HF Sinclair or its Affiliates of any rights and obligations under Section 2.2 thereof; or (B) Services and Secondment Agreement; except in either case to the extent arising out of the willful misconduct or negligence (standard negligence or gross negligence) of HEP or any of its Affiliates; and

 

  (ix)

any failure of HEP or any of its Affiliates to perform its obligations pursuant to the Storage and Handling Agreement to the extent arising after February 22, 2016, except to the extent arising out of gross negligence and willful misconduct of HEP or any of its Affiliates.

 

8


  (b)

The indemnities provided for in Section 3.2(a)(i) through (v) shall only apply if the HFS Entities are notified in writing of any of the foregoing prior to the applicable expiration date listed in column (b) on Exhibit D.

 

  (c)

The indemnities provided for in Section 3.2(a)(vi) shall only apply if to the extent that the HFS Entities are notified in writing of any of the following events and conditions within five years after the applicable Closing Date.

 

  (d)

Notwithstanding anything in this Agreement to the contrary, because HEP has been involved since the inception with the following Transferred Assets, as used in this Section 3.2, the definition of “Transferred Assets” shall not include the 16” Lovington/Artesia Intermediate Pipeline, the Beeson Pipeline, the Roadrunner Pipeline, the Tulsa Interconnecting Pipelines, and the UNEV Pipeline.

 

  (e)

To the extent that a good faith Claim by the HEP Entities for indemnification under Section 3.2(a) arises from events or conditions at the Transferred Tanks or the soil immediately underneath the Transferred Tanks or the Transferred Tanks’ secondary containment, and the HFS Entities refuse to provide such indemnification, then the burden of proof shall be on the HFS Entities to demonstrate that the events or conditions giving rise to the Claim arose after the Closing Date.

 

  (f)

As used in this Section 3.2, “Affiliates” of the Indemnifying Party shall not include the HEP Group Members when a HFS Entity is the Indemnifying Party and shall not include the HFS Group Members when the Indemnifying Party is a HEP Entity.

3.3 Conditions of Indemnification by the HEP Entities. The indemnities set forth in Section 3.4 apply only to the extent that such events or conditions occurred on or after the applicable Closing Date, if any.

3.4 Indemnification by the HEP Entities.

 

  (a)

Subject to Section 3.3, the HEP Entities shall indemnify, defend and hold harmless the HFS Entities from and against any Liability or Claim suffered or incurred by the HFS Entities or any Third Party to the extent arising from:

 

  (i)

the Covered Environmental Losses associated with operation of (A) the Other Assets (except as otherwise indicated in Exhibit D, Part 2), and (B) the Transferred Assets by a Person (other than a HFS Entity or ownership and operation of the Transferred Assets by a Person other than a HFS Entity);

 

  (ii)

operation by HEP and HEP’s Affiliates of any asset owned by HF Sinclair or any of HF Sinclair’s Affiliates but only to the extent caused by the gross negligence or willful misconduct of any of the HEP Entities;

 

  (iii)

any failure to perform any covenant or agreement made or undertaken by any HEP or its Affiliates in the (A) Master Lease and Access Agreement, or the exercise by HEP or its Affiliates of any rights and obligations under Section 2.2 thereof; or (B) Services and Secondment Agreement; except in either case to the extent arising out of the willful misconduct or negligence (standard negligence or gross negligence) of HF Sinclair or any of its Affiliates; and

 

  (iv)

all liabilities (whether known or unknown) related to or arising in connection with the ownership or operation of the refined petroleum products terminal located in Kansas City, KS prior to, on or after March 14, 2022.

 

9


  (b)

Nothing set forth in Section 3.4(a) shall make the HEP Entities responsible for any post-Closing Date negligent actions or omissions or willful misconduct by the HFS Entities.

 

  (c)

Notwithstanding Section 3.4(a)(i), the indemnity provided for in Section 3.4(a)(i) shall only apply to the El Dorado Repurchased Tanks to the extent the Environmental Losses arise from a violation, correction, event or condition occurring during the period that El Dorado Logistics owned such Repurchased Tanks.

3.5 Mutual General Indemnity. Following the applicable Closing Dates, the HFS Entities and the HEP Entities, respectively, agree to indemnify, protect, defend and hold harmless each other from and against any and all Liabilities and Claims based upon, in connection with, relating to or arising out of their respective actions or inactions in connection with the operation of the Indemnifying Party’s respective assets or any failure to comply with any Applicable Laws; in any case of or by any Indemnifying Party or its subcontractors, suppliers, materialmen, employees, agents, successors and assigns, or other persons directly or indirectly employed by them, including the following:

 

  (a)

any injury to or death of any Person or the damage to or theft, destruction, loss or loss of use of, any property; or

 

  (b)

the failure to perform any covenant or agreement made or undertaken by the applicable Party in agreements with any of the other Parties.

3.6 Exclusions from Indemnity for Post-Closing Date Claims. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, FOR ANY LIABILITIES OR CLAIMS ARISING OUT OF EVENTS OCCURRING AFTER AN APPLICABLE CLOSING DATE:

 

  (a)

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 3.2(a)(vii), THE INDEMNIFICATION OBLIGATIONS HEREIN SHALL NOT EXTEND TO THE PROPORTIONATE AMOUNT OF ANY SUCH LIABILITY OR CLAIM CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNITEE OR ITS AGENTS OR EMPLOYEES.

 

  (b)

No statute, rule or regulation that precludes an injured party from bringing an action against a fellow employee or employer shall preclude a Party from seeking and obtaining a judicial determination of the fault or negligence of such Persons.

 

  (c)

Each Party shall be responsible for any insurance deductibles or self-insured retention arising out of any Liability or Claim to the extent such Liability or Claim arises out of the negligence or willful misconduct of such Party, except to the extent the subrogation waiver provided for in Section 3.9 applies to such Liability or Claim.

 

10


3.7 Indemnification Procedures.

 

  (a)

The Indemnified Party agrees that promptly after it becomes aware of facts giving rise to a Claim for indemnification under this Article III, it will provide notice thereof in writing to the Indemnifying Party, specifying the nature of and specific basis for such Claim.

 

  (b)

The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Article III, including, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the Indemnified Party unless it includes a full release of the Indemnified Party from such matter or issues, as the case may be.

 

  (c)

The Indemnified Party agrees to cooperate fully with the Indemnifying Party, with respect to all aspects of the defense of any Claims covered by the indemnification under this Article III, including, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and making available to the Indemnifying Party any employees of the Indemnified Party.

 

  (d)

In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in Section 3.7(c) be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any Claims covered by the indemnification set forth in this Article III; provided, however, that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense.

 

  (e)

In connection with the indemnities in this Article III, Indemnifying Party:

 

  (i)

agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party;

 

  (ii)

agrees to enter into a joint defense agreement with Indemnifying Party in order to allow communication by counsel if Indemnified Party elects to involve separate counsel; and

 

  (iii)

agrees to maintain the confidentiality of all files, records, and other information furnished by the Indemnified Party pursuant to this Section 3.7.

 

11


  (f)

The amounts for which an Indemnified Party is entitled to indemnification under this Article III shall be reduced by the net amounts recovered by the Indemnified Party pursuant to contractual indemnities from any Third Party (other than pursuant to insurance policies that are not required to include a waiver of subrogation pursuant to Section 3.9) after deducting the reasonable unreimbursed out-of-pocket fees and expenses incurred by the Indemnified Party in recovering such amounts (the “Net Recovery”). If the Indemnified Party receives a Net Recovery subsequent to an indemnification payment by the Indemnifying Party under this Article III, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made or expense incurred by such Indemnifying Party in connection with providing such indemnification payment up to Net Recovery. An Indemnified Party shall be obligated to pursue all contractual indemnities (including insurance claims) that such Indemnified Party has with any Third Party, provided, however, if the Indemnified Party’s right to such indemnification is assignable, the Indemnified Party may, in its sole discretion and in lieu of pursuing such claim, elect to assign such indemnification claim to the Indemnifying Party to pursue and shall reasonably cooperate with the Indemnifying Party (including, making its relevant books, records, officers, information and testimony reasonably available to the Indemnifying Party) in the Indemnifying Party’s pursuit of such claim.

 

  (g)

For avoidance of doubt, no Claim may be asserted pursuant to Section 3.2 or Section 3.4 following the applicable expiration of the indemnity related to such Claim; provided that any Claim asserted in writing prior to the expiration date of such indemnity that is the basis for such Claim shall survive until such Claim is finally resolved and satisfied. The date on which notification of a Claim for indemnification is received by the Indemnifying Party shall determine whether such Claim is timely made.

3.8 Limitation on Indemnification Obligations.

 

  (a)

Notwithstanding anything in this Agreement to the contrary, when referring to the indemnification obligations of the HFS Entities in Article III, the definition of HFS Entities shall be deemed to mean solely (i) the HFS Entity or HFS Entities that own or operate, or owned or operated immediately prior to the transfer to the HEP Entities, the Retained Asset, Transferred Asset or other property in question with respect to which indemnification is sought by reason of such HFS Entity’s or HFS Entities’ ownership or operation of the Retained Asset, Transferred Asset or other property in question or that is responsible for causing such loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred by the HEP Entities for which it is entitled to indemnification under Article III and (ii) HF Sinclair.

 

  (b)

Notwithstanding anything in this Agreement to the contrary, when referring to the indemnification obligations of the HEP Entities in Article III, the definition of HEP Entities shall be deemed to mean solely (i) the HEP Entity or HEP Entities that own or operate, or previously owned or operated, the Transferred Asset or other property in question or that is responsible for causing such loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred by the HFS Entities for which they are entitled to indemnification under Article III, (ii) HEP and Operating Partnership.

 

12


  (c)

For the avoidance of doubt, any indemnification obligations of the HFS Entities in Article III with respect to any indemnifiable losses incurred by or attributable to the UNEV Pipeline prior to March 14, 2022 shall be (i) limited to an amount that is the product of (x) the amount of such losses, multiplied by (y) HEP UNEV’s direct or indirect percentage ownership interest in the UNEV Pipeline at the time such losses were incurred and (ii) payable to, for the benefit of and recoverable solely by HEP UNEV or any HEP Entity designated by HEP UNEV (and not by UNEV Pipeline, LLC).

3.9 Subrogation; Waiver of Subrogation. To the extent that any of the HFS Entities or HEP Entities in fact receive full indemnification payments pursuant to Section 3.2(a)(viii) or Section 3.4(a)(iii) hereof, as the case may be, the HFS Entity or HEP Entity paying such Claim shall be subrogated to the receiving party’s rights with respect to the transaction or event requiring or giving rise to such indemnity. Notwithstanding the foregoing, each of the HFS Entities and the HEP Entities, hereby waives and releases, and shall cause their respective insurers, to waive and release, all rights against each other and any of their respective contractors, subsidiaries, consultants, agents and employees for loss or damages to any of the Transferred Assets to the extent of fire and other hazards covered by property insurance applicable to the property to which such loss or damage occurs, except such rights as they have to proceeds of such insurance. For the purposes of this Section 3.9, all deductibles shall be considered insured losses. Without limiting the foregoing, all of the Parties’ policies of property insurance for the Transferred Assets shall be endorsed to provide a complete waiver for the benefit of the other Parties and their Affiliates of (i) any right of recovery which the insurer may have or acquire against the other Parties or any of its Affiliates, or its or their employees, officers or directors for payments made or to be made under such policies and (ii) any lien or right of subrogation which the insurer may have or acquire for payments made or to be made to any person or entity who asserts a Claim against such other Parties or any of its Affiliates, or its or their employees, officers or directors. The releases and waivers of subrogation set forth above in this paragraph shall apply notwithstanding any obligation of a Party to indemnify the other Party for the Claim(s) at issue.

ARTICLE IV

GENERAL AND ADMINISTRATIVE EXPENSES

4.1 General.

 

  (a)

The Operating Partnership will pay HF Sinclair an administrative fee (the “Administrative Fee”), payable in equal quarterly installments, for the provision by HF Sinclair and its Affiliates for the HEP Group’s benefit of all the general and administrative services that HF Sinclair and its Affiliates provide, including, the general and administrative services listed on Exhibit E.

 

  (b)

Effective March 14, 2022, the Administrative Fee shall be increased to $5,000,000 per annum in light of the increased general and administrative services to be provided by HF Sinclair and its Affiliates to the HEP Group. The Administrative Fee does not include, and the HEP Group shall separately pay HF Sinclair and its Affiliates $62,500 per month for, any temporary transition services to be provided to the HEP Group by HF Sinclair, including the services listed on Exhibit F (the “Temporary Administrative Fee”). The Administrative Fee and the Temporary Administrative Fee shall be adjusted on July 1 of each calendar year, commencing on July 1, 2023, by an amount equal to the PPI Adjustment. If the PPI is no longer published, then HF Sinclair and HEP shall negotiate in good faith to agree on a new index that gives comparable protection against inflation, and the same method of adjustment for increases in the new index shall be used to calculate increases in the Administrative Fee and the Temporary Administrative Fee. If the Parties are unable to agree, a new index will be determined by the dispute resolution process in Article VIII.

 

13


  (c)

At the end of each year, either Party will have the right to submit to the other Party a proposal to change the Administrative Fee or the Temporary Administrative Fee for that year and/or the method of adjusting the Administrative Fee or the Temporary Administrative Fee if either Party believes in good faith that the general and administrative services performed by HF Sinclair and its Affiliates for the benefit of the HEP Group for the year in question are inconsistent with the Administrative Fee or the Temporary Administrative Fee, as applicable, for that year. If either Party submits such a proposal, the Parties agree that they will negotiate in good faith to determine if the Administrative Fee or the Temporary Administrative Fee for that year should be changed and, if so, the amount of such change. If the Parties are unable to agree, the Parties will submit the matter to dispute resolution pursuant to Article VIII. Notwithstanding the foregoing, the obligations of HF Sinclair and its Affiliates to provide the services listed on Exhibit F, and the obligation of the HEP Group to pay the Temporary Administrative Fee shall terminate on the date on which HF Sinclair and its Affiliates have migrated Sinclair Oil, STC and their respective subsidiaries to HF Sinclair’s SAP systems, unless such date is extended by the Parties.

 

  (d)

The Administrative Fee and the Temporary Administrative Fee shall not include and the HEP Group shall reimburse HF Sinclair and its Affiliates for:

 

  (i)

salaries of employees of HF Sinclair or its Affiliates, to the extent, but only to the extent, such employees perform services for the HEP Group;

 

  (ii)

the cost of employee benefits relating to employees of HF Sinclair or its Affiliates, such as 401(k), pension, and health insurance benefits, to the extent, but only to the extent, such employees perform services for the HEP Group and have not been paid by HEP pursuant to the Master Site Services Agreement and the Services and Secondment Agreement;

 

  (iii)

any amounts payable under the Master Site Services Agreement and the Services and Secondment Agreement;

 

  (iv)

all sales, use, excise, value added or similar taxes, if any, that may be applicable from time to time in respect of the services provided by the HF Sinclair and its Affiliates to HEP pursuant to Section 4.1(a); and

 

  (v)

all premiums for insurance policies carried for and on behalf of HEP.

 

  (e)

For the avoidance of doubt, neither the Administrative Fee nor the Temporary Administrative Fee shall include, and the HEP Group shall separately pay for, any transition services provided directly to the HEP Group by The Sinclair Companies pursuant to any agreement entered into between an HEP Entity and The Sinclair Companies.    

 

  (f)

Either HF Sinclair, on the one hand, or HEP, on the other hand, may terminate this Article IV, by providing the other with written notice of its election to do so at least six months prior to the proposed date of termination.

 

14


ARTICLE V

RIGHT OF FIRST REFUSAL

5.1 HF Sinclair Right of First Refusal: Prohibition on Transfer.

 

  (a)

The HEP Entities hereby grant to HF Sinclair a right of first refusal on any proposed Transfer (other than a grant of a security interest to a bona fide third-party lender or a Transfer to another HEP Group Member) of any of the Assets.

 

  (b)

The HEP Entities are prohibited from Transferring any of the Assets to a HEP Group Member that is not a party to this Agreement. In the event the HEP Entities desire to Transfer any of the Assets to a HEP Group Member that is not a Party to this Agreement, they shall first cause the proposed transferee HEP Group Member to become a Party to this Agreement.    

 

  (c)

The Parties acknowledge that all potential Transfers of Sale Assets pursuant to this Article V are subject to obtaining any and all required written consents of governmental authorities and other third parties and to the terms of all existing agreements in respect of the Sale Assets.

 

  (d)

Notwithstanding anything in this Agreement to the contrary, as used in Article V the definition of “Assets” shall not include the Tulsa Transferred Assets, the UNEV Pipeline, the Osage Pipeline, the Cushing Connect Pipeline, the assets of Pioneer Investment Corp. or the assets of Saddle Butte Pipeline III LLC, but shall expressly include the equity interests of UNEV Pipeline, LLC, HEP UNEV Pipeline, HEP UNEV, El Dorado Osage, Osage, HEP Cushing, Cushing Connect, Pioneer Investment Corp. and Saddle Butte Pipeline III LLC then owned directly or indirectly by the HEP Entities.

 

  (e)

Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge that all potential Transfers of the Orla Truck Terminal pursuant to this Article V are subject to the rights of ALON pursuant to the ALON Purchase Agreement.

 

  (f)

Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge that all potential transfers of the equity interests of Osage, Cushing Connect, Pioneer Investment Corp. and Saddle Butte Pipeline III LLC are subject to the rights of the other members (or other equity owners) of Osage, Cushing Connect, Pioneer Investment Corp. and Saddle Butte Pipeline III LLC respectively, pursuant to the applicable limited liability company operating agreement (or any equivalent agreement).    

 

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5.2 Procedures.

 

  (a)

If a HEP Entity proposes to Transfer any of the Assets to any Person pursuant to a bona fide third-party offer (an “Acquisition Proposal”), then HEP shall promptly give written notice (a “Disposition Notice”) thereof to HF Sinclair. The Disposition Notice shall set forth the following information in respect of the proposed Transfer:

 

  (i)

the name and address of the prospective acquiror (the “Proposed Transferee”);

 

  (ii)

the Assets subject to the Acquisition Proposal (the “Sale Assets”);

 

  (iii)

the purchase price offered by such Proposed Transferee (the “Offer Price”);

 

  (iv)

reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow HF Sinclair to reasonably determine the fair market value of such non-cash consideration;

 

  (v)

the HEP Entities’ estimate of the fair market value of any non-cash consideration; and

 

  (vi)

all other material terms and conditions of the Acquisition Proposal that are then known to the HEP Entities.

 

  (b)

To the extent the Acquisition Proposal consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. In the event HF Sinclair and the HEP Entities agree as to the fair market value of any non-cash consideration, HF Sinclair will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets within 30 days of its receipt of the Disposition Notice (the “First ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision not to purchase the Sale Assets.

 

  (c)

In the event (i) HF Sinclair’s determination of the fair market value of any non-cash consideration described in the Disposition Notice (to be determined by HF Sinclair within 30 days of receipt of such Disposition Notice) is less than the fair market value of such consideration as determined by the HEP Entities in the Disposition Notice and (ii) HF Sinclair and the HEP Entities are unable to mutually agree upon the fair market value of such non-cash consideration within 30 days after HF Sinclair notifies the HEP Entities of its determination thereof, the HEP Entities and HF Sinclair shall engage a mutually-agreed-upon investment banking firm to determine the fair market value of the non-cash consideration. Such investment banking firm shall be instructed to return its decision within 30 days after all material information is submitted thereto, which decision shall be final. The fees of the investment banking firm will be split equally between HF Sinclair and the HEP Entities. HF Sinclair will provide written notice of its decision regarding the exercise of its right of first refusal to purchase the Sale Assets to the HEP Entities within 30 days after the investment banking firm has submitted its determination (the “Second ROFR Acceptance Deadline”). Failure to provide such notice within such 30-day period shall be deemed to constitute a decision by HF Sinclair not to purchase the Sale Assets.

 

16


  (d)

If HF Sinclair fails to exercise a right during any applicable period set forth in this Section 5.2, HF Sinclair shall be deemed to have waived its rights with respect to such proposed disposition of the Sale Assets, but not with respect to any future offer of such Sale Assets.

 

  (e)

If HF Sinclair chooses to exercise its right of first refusal to purchase the Sale Assets under Sections 5.1(a) and 5.2(c), HF Sinclair and the HEP Entities shall enter into a purchase and sale agreement for the Sale Assets which shall include the following terms:

 

  (i)

HF Sinclair will agree to deliver cash for the Offer Price (or any other consideration agreed to by HF Sinclair and the HEP Entities (each in their sole discretion));

 

  (ii)

the HEP Entities will represent that they have good, indefeasible and unencumbered title to the Sale Assets, subject to all recorded and unrecorded matters and all physical conditions and other matters in existence on the closing date for the Sale Assets, plus any other reasonable and customary matters and such matters as HF Sinclair may approve, which approval will not be unreasonably withheld. If HF Sinclair desires to obtain any title insurance with respect to the Sale Assets, the full cost and expense of obtaining the same (including the cost of title examination, document duplication and policy premium) shall be borne by HF Sinclair;

 

  (iii)

the HEP Entities will grant to HF Sinclair the right, exercisable at HF Sinclair’s risk and expense, to conduct such surveys, tests and inspections of the Sale Assets as HF Sinclair may deem desirable, so long as such surveys, tests or inspections do not damage the Sale Assets or interfere with the activities of the HEP Entities thereon and so long as HF Sinclair has furnished the HEP Entities with evidence that adequate liability insurance is in full force and effect;

 

  (iv)

HF Sinclair will have the right to terminate its obligation to purchase the Sale Assets under this Article V if the results of any searches, surveys, tests or inspections conducted pursuant to Section 5.2(e)(ii) or Section 5.2(e)(iii) above are, in the reasonable opinion of HF Sinclair, unsatisfactory;

 

  (v)

the closing date for the purchase of the Sale Assets shall, unless otherwise agreed to by HF Sinclair and the HEP Entities, occur no later than 90 days following receipt by the HEP Entities of written notice by HF Sinclair of its intention to exercise its option to purchase the Sale Assets pursuant to Section 5.2(b) or (c);

 

17


  (vi)

the HEP Entities shall execute, have acknowledged and deliver to HF Sinclair a special warranty deed, assignment of easement, or comparable document, as appropriate, in the applicable jurisdiction, on the closing date for the purchase of the Sale Assets constituting real property interests conveying the Sale Assets unto HF Sinclair free and clear of all encumbrances created by the HEP Entities other than those set forth in Section 5.2(e)(ii) above;

 

  (vii)

the sale of any Sale Assets shall be made on an “as is,” “where is” and “with all faults” basis, and the instruments conveying such Sale Assets shall contain appropriate disclaimers; and

 

  (viii)

neither the HEP Entities nor HF Sinclair shall have any obligation to sell or buy the Sale Assets if any of the material consents referred to in Section 5.1(c) have not been obtained or such sale or purchase is prohibited by Applicable Law.

 

  (f)

HF Sinclair and the HEP Entities shall cooperate in good faith in obtaining all necessary governmental and other Third Party approvals, waivers and consents required for the closing. Any such closing shall be delayed, to the extent required, until the third Business Day following the expiration of any required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; provided, however, that such delay shall not exceed 120 days and, if governmental approvals and waiting periods shall not have been obtained or expired, as the case may be, by such 120th day, then HF Sinclair shall be deemed to have waived its right of first refusal with respect to the Sale Assets described in the Disposition Notice and thereafter neither HF Sinclair nor HEP shall have any further obligation under this Article V with respect to such Sale Assets unless such Sale Assets again become subject to this Article V pursuant to Section 5.2(g).

 

  (g)

If the Transfer to the Proposed Transferee is not consummated in accordance with the terms of the Acquisition Proposal within the later of (i) 180 days after the later of the applicable ROFR Acceptance Deadline, and (ii) 10 days after the satisfaction of all governmental approval or filing requirements, if any, the Acquisition Proposal shall be deemed to lapse, and the HEP Entities may not Transfer any of the Sale Assets described in the Disposition Notice without complying again with the provisions of this Article V if and to the extent then applicable.

ARTICLE VI

HF SINCLAIR PURCHASE OPTION

6.1 Option to Purchase Tulsa Transferred Assets. The Parties acknowledge the purchase options and right of first refusal granted to an Affiliate of HF Sinclair with respect to the Tulsa Transferred Assets in the Purchase Option Agreement.

 

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ARTICLE VII

[Intentionally Omitted]

ARTICLE VIII

DISPUTE RESOLUTION

8.1 Dispute Resolution.

 

  (a)

Any Arbitrable Dispute arising out of or in connection with this Agreement, including any question regarding the existence, validity or termination of this Agreement, shall be exclusively resolved in accordance with this Article VIII.

 

  (b)

In the event of a Arbitrable Dispute between an HFS Entity and an HEP Entity, the HFS Entity and the HEP Entity shall, within ten (10) days of a written request by either of them to the other, meet in good faith to resolve such Arbitrable Dispute in a meeting that includes individuals with authority to resolve the Arbitrable Dispute at such meeting.

 

  (c)

If the HFS Entity and the HEP Entity are unable to resolve the Arbitrable Dispute within ten (10) days after submission of such Arbitrable Dispute as provided in Section 8.1(b), either the HFS Entity or the HEP Entity may submit the matter to arbitration in accordance with the terms of Section 8.2 below.

 

  (d)

Pending resolution of any Arbitrable Dispute between the HFS Entity and the HEP Entity, the HFS Entity and the HEP Entity shall continue to perform in good faith their respective obligations under this Agreement based upon the last agreed performance demonstrated prior to the Arbitrable Dispute.

 

  (e)

Resolution of any Arbitrable Dispute between the HFS Entity and the HEP Entity involving payment of money by either the HFS Entity and the HEP Entity to the other shall include payment of interest at the Prime Rate from the original due date of such amount.

 

  (f)

Each of the HFS Entity and the HEP Entity shall, in addition to all rights provided herein or provided by Law, be entitled to the remedies of specific performance and injunction to enforce its rights hereunder.

8.2 Arbitration. Any and all Arbitrable Disputes must be resolved through the use of binding arbitration using three arbitrators, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as supplemented to the extent necessary to determine any procedural appeal questions by the Federal Arbitration Act (Title 9 of the United States Code, as amended from time to time).

 

  (a)

Arbitration must be initiated within the time limits set forth in this Agreement, or if no such limits apply, then within the time period allowed by the applicable statute of limitations. Arbitration may be initiated by either party (“Claimant”) by delivering written notice to the other (“Respondent”) that the Claimant elects to refer the Arbitrable Dispute to binding arbitration. Claimant’s notice initiating binding arbitration must identify the arbitrator Claimant has appointed. The Respondent shall respond to Claimant within thirty (30) days after receipt of Claimant’s notice, identifying the arbitrator Respondent has appointed. If the Respondent fails for any reason to name an arbitrator within the 30-day period, Claimant shall petition the American Arbitration Association for appointment of an arbitrator for Respondent’s account. The two arbitrators so chosen shall select a third arbitrator within thirty (30) days after the second arbitrator has been appointed.

 

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  (b)

The hearing will be conducted in Dallas, Texas and commence within thirty (30) days after the selection of the third arbitrator. The parties and the arbitrators shall proceed diligently and in good faith in order that the award may be made as promptly as possible. Except as provided in the Federal Arbitration Act, the decision of the arbitrators will be binding on, and non-appealable by, the Claimant and Respondent.    

 

  (c)

The Claimant will pay the compensation and expenses of the arbitrator named by it, and the Respondent will pay the compensation and expenses of the arbitrator named by or for it. The Claimant and Respondent will each pay one-half of the compensation and expenses of the third arbitrator.

 

  (d)

All arbitrators must (i) be neutral parties who have never been officers, directors or employees of any of the Parties or any of their Affiliates and who have not provided consulting services (directly or indirectly) for at least three (3) years prior to their appointment and (ii) have at least seven (7) years’ experience in the petroleum transportation industry.

 

  (e)

The arbitrators shall have no right to grant or award indirect, consequential, punitive or exemplary damages of any kind.

 

  (f)

The Arbitrable Disputes may be arbitrated in a common proceeding along with disputes under other agreements between the Claimant and Respondent to the extent that the issues raised in such disputes are related. Without the written consent of the Claimant and Respondent, no unrelated disputes (including those with Affiliates of either Claimant or Respondent) or Third Party disputes may be joined to an arbitration pursuant to this Agreement.

8.3 Conflict. If there is any inconsistency between this Article VIII and the Commercial Arbitration Rules or the Federal Arbitration Act, the terms of this Article VIII will control the rights and obligations of the parties seeking arbitration.

ARTICLE IX

FORCE MAJEURE

9.1 Force Majeure. In the event of any Party being rendered unable, wholly or in part, by a Force Majeure event from performing its obligations under any of the Master Agreements, Services and Secondment Agreement or this Agreement for a period of more than thirty (30) consecutive days, then, upon the delivery of notice and full particulars of the Force Majeure event relied on (“Force Majeure Notice”) to the other affected Party(ies), the obligations of the Parties, so far are they are affected by the Force Majeure event, shall be suspended during the continuance of any inability so caused. The cause of the Force Majeure event shall, as far as possible, be remedied with all reasonable dispatch, except that no Party shall be compelled to resolve any strikes, lockouts or other industrial disputes other than as it shall determine to be in its best interests.

 

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ARTICLE X

MISCELLANEOUS

10.1 Choice of Law. This Agreement shall be subject to and governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state.

10.2 Notices.

 

  (a)

Any notice or other communication given under this Agreement shall be in writing and shall be delivered personally, sent by documented overnight delivery service, sent by email transmission, or sent by first class mail, postage prepaid (certified or registered mail, return receipt requested). Such notice shall be deemed to have been duly given (x) if received, on the date of the delivery, with a receipt for delivery, (y) if refused, on the date of the refused delivery, with a receipt for refusal, or (z) with respect to email transmissions, on the date the recipient confirms receipt. Notices or other communications shall be directed to the following addresses:

Notices to the HFS Entities:

HF Sinclair Corporation

2828 N. Harwood, Suite 1300

Dallas, Texas 75201

Attention: President

Email address: president@hollyfrontier.com

with a copy, which shall not constitute notice, but is required in order to give proper notice, to:

HF Sinclair Corporation

2828 N. Harwood, Suite 1300

Dallas, Texas 75201

Attention: General Counsel

Email address: generalcounsel@hollyfrontier.com

Notices to the HEP Entities:

Holly Energy Partners, L.P.

c/o Holly Logistic Services, L.L.C.

2828 N. Harwood, Suite 1300

Dallas, Texas 75201

Attention: President

Email address: president-HEP@hollyenergy.com

 

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with a copy, which shall not constitute notice, but is required in order to give proper notice, to:

Holly Energy Partners, L.P.

c/o Holly Logistic Services, L.L.C.

2828 N. Harwood, Suite 1300

Dallas, Texas 75201

Attention: General Counsel

Email address: generalcounsel@hollyenergy.com

 

  (b)

Any Party may at any time change its address for service from time to time by giving notice to the other Parties in accordance with this Section 10.2.

10.3 Entire Agreement. This Agreement, together with the other agreements and instruments referred to herein, constitutes the entire agreement of the Parties relating to the matters contained herein, superseding as of the Effective Date all prior contracts or agreements (including the Original Omnibus Agreement), whether oral or written, relating to the matters contained herein. For avoidance of doubt the Eleventh Amended and Restated Omnibus Agreement, effective as of January 1, 2015, shall remain in full force and effect with respect to any event, act or omission occurring before January 1, 2015.

10.4 Amendment or Modification. No amendment or modification of this Agreement shall be valid unless it is in writing and signed by the parties hereto. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the Party against whom the waiver is sought to be enforced. Any of the exhibits to this Agreement may be amended, modified, revised or updated by the Parties hereto if each of HF Sinclair (on behalf of the HFS Entities) and HEP (on behalf of the HEP Entities) execute an amended, modified, revised or updated exhibit or schedule, as applicable, and attach it to this Agreement. Such amended, modified, revised or updated exhibits shall be sequentially numbered (e.g. Exhibit A-1, Exhibit A-2, etc.), dated and appended as an additional exhibit or schedule to this Agreement and shall replace the prior exhibit or schedule, as applicable, in its entirety, except as specified therein. No failure or delay in exercising any right hereunder, and no course of conduct, shall operate as a waiver of any provision of this Agreement. No single or partial exercise of a right hereunder shall preclude further or complete exercise of that right or any other right hereunder.

10.5 Assignment. No Party shall have the right to assign any of its rights or obligations under this Agreement without the consent of the other Parties hereto.

10.6 Counterparts. This Agreement may be executed in any number of paper or electronic counterparts with the same effect as if all signatory parties had signed the same document. All such counterparts shall be construed together and shall constitute one and the same agreement.

10.7 Severability. If any provision of this Agreement shall be held invalid or unenforceable by a court or regulatory body of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

10.8 Further Assurances. In connection with this Agreement and all transactions contemplated by this Agreement, each Party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

10.9 Rights of Limited Partners. The provisions of this Agreement are enforceable solely by the Parties to this Agreement, and no Limited Partner (as defined in the Partnership Agreement) of HEP shall have the right, separate and apart from HEP, to enforce any provision of this Agreement or to compel any Party to this Agreement to comply with the terms of this Agreement. There are no Third Party beneficiaries to this Agreement.

 

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10.10 Headings. Headings of the Sections of this Agreement are for convenience of the parties only and shall be given no substantive or interpretative effect whatsoever.

10.11 Limitation of Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN ANY OTHER PROVISION OF THIS AGREEMENT AND EXCEPT FOR CLAIMS MADE BY THIRD PARTIES WHICH SHALL NOT BE LIMITED BY THIS SECTION, THE PARTIES AGREE THAT THE RECOVERY BY ANY PARTY, INCLUDING, PURSUANT TO ARTICLE III, OF ANY LIABILITIES, DAMAGES, COSTS OR OTHER EXPENSES (i) AS A RESULT OF ANY BREACH OR NONFULFILLMENT BY A PARTY OF ANY OF ITS COVENANTS, AGREEMENTS OR OTHER OBLIGATIONS UNDER THIS AGREEMENT OR (ii) BY REASON OF OR ARISING OUT OF ANY OF THE EVENTS, CONDITIONS OR OTHER MATTERS LISTED IN SECTIONS 3.2 OR 3.4 WHICH THE PARTIES HAVE AGREED TO INDEMNIFY THE OTHER PARTY AGAINST, SHALL BE LIMITED TO ACTUAL DAMAGES AND SHALL NOT INCLUDE OR APPLY TO, NOR SHALL ANY PARTY BE ENTITLED TO RECOVER, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES OR BUSINESS INTERRUPTION OR DIMINUTION IN VALUE) SUFFERED OR INCURRED BY ANY PARTY; PROVIDED, HOWEVER, THAT SUCH RESTRICTION AND LIMITATION SHALL NOT APPLY TO A PARTYS OBLIGATION TO INDEMNIFY THE OTHER PARTY:

(X) AS A RESULT OF A THIRD PARTY CLAIM FOR SUCH INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES,

(Y) FOR CLAIMS THAT ARE COVERED BY INSURANCE AND ANY RELATED DEDUCTIBLES, OR

(Z) FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LIABILITIES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES OR BUSINESS INTERRUPTION OR DIMINUTION IN VALUE) THAT ARE A RESULT OF SUCH INDEMNIFYING PARTYS OR ITS AFFILIATESGROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

As used in this Section 10.11, “Affiliates” of the Indemnifying Party shall not include the HEP Group Members when a HFS Entity is the Indemnifying Party and shall not include the HFS Group Members when the Indemnifying Party is a HEP Entity.

10.12 Nature of the Relationship. Notwithstanding the foregoing, nothing in this Agreement and no actions taken by the Parties shall constitute a partnership, joint venture, association or other co-operative entity among the Parties or authorize either Party to represent or contract on behalf of the other Party.

[Remainder of Page Intentionally Left Blank]

 

23


IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date.

 

HFS ENTITIES:
HF SINCLAIR CORPORATION
HOLLYFRONTIER CORPORATION
HOLLYFRONTIER EL DORADO REFINING LLC
HOLLYFRONTIER CHEYENNE REFINING LLC
HOLLYFRONTIER WOODS CROSS REFINING LLC
HOLLYFRONTIER TULSA REFINING LLC
NAVAJO PIPELINE CO., L.P.
HOLLYFRONTIER NAVAJO REFINING LLC
EL PASO OPERATING LLC
HOLLYFRONTIER TRANSPORTATION LLC
SINCLAIR CASPER REFINING LLC
SINCLAIR WYOMING REFINING LLC
SINCLAIR OIL LLC

 

By:  

/s/ Timothy Go

Name:   Timothy Go
Title:   President and Chief Operating Officer
CHEYENNE RENEWABLE DIESEL COMPANY LLC
By:  

/s/ Timothy Go

Name:   Timothy Go
Title:   Executive Vice President and Chief Operating Officer
HEP ENTITIES:
HOLLY ENERGY PARTNERS, L.P.
By:   HEP Logistics Holdings, L.P.
  Its General Partner
By:   Holly Logistic Services, L.L.C.
  Its General Partner
  By:  

/s/ Richard L. Voliva III

  Name:   Richard L. Voliva III
  Title:   President

 

[Signature Page 1 of 3 to Twenty-Second Amended and Restated Omnibus Agreement]


HEP LOGISTICS HOLDINGS, L.P.
By:   Holly Logistic Services, L.L.C,
  Its General Partner
By:  

/s/ Richard L. Voliva III

Name:   Richard L. Voliva III
Title:   President
CHEYENNE LOGISTICS LLC
EL DORADO LOGISTICS LLC
EL DORADO OPERATING LLC
EL DORADO OSAGE LLC
FRONTIER ASPEN LLC
HEP CUSHING LLC
HEP EL DORADO LLC
HEP FIN-TEX/TRUST-RIVER, L.P.
HEP OKLAHOMA LLC
HEP LOGISTICS GP, L.L.C.
HEP MOUNTAIN HOME, L.L.C.
HEP PIPELINE ASSETS, LIMITED PARTNERSHIP
HEP PIPELINE GP, L.L.C.
HEP PIPELINE, L.L.C.
HEP REFINING ASSETS, L.P.
HEP REFINING GP, L.L.C.
HEP REFINING, L.L.C.
HEP TULSA LLC
HEP UNEV HOLDINGS LLC
HEP UNEV PIPELINE LLC
HEP WOODS CROSS, L.L.C.
HOLLY ENERGY PARTNERS – OPERATING, L.P.
HOLLY ENERGY STORAGE – LOVINGTON LLC
HOLLY LOGISTIC SERVICES, L.L.C.
LOVINGTON-ARTESIA, L.L.C.
NWNAL LLC
ROADRUNNER PIPELINE, L.L.C.
SLC PIPELINE LLC
WOODS CROSS OPERATING LLC
SINCLAIR TRANSPORTATION COMPANY LLC
SINCLAIR LOGISTICS LLC
SINCLAIR PIPELINE COMPANY LLC
By:  

/s/ Richard L. Voliva III

Name:   Richard L. Voliva III
Title:   President

 

[Signature Page 2 of 3 to Twenty-Second Amended and Restated Omnibus Agreement]


HEP NAVAJO SOUTHERN, L.P.
By:   HEP Pipeline GP, L.L.C.
  Its General Partner
  By:  

/s/ Richard L. Voliva III

  Name:   Richard L. Voliva III
  Title:   President

 

[Signature Page 3 of 3 to Twenty-Second Amended and Restated Omnibus Agreement]


Exhibit A

to

Twenty-Second Amended and Restated Omnibus Agreement

 

 

Omnibus Agreement Amendments

 

Agreement

  

Effective Date

  

Reason for Amendment

Original Omnibus Agreement    July 13, 2004    n/a
First Amended and Restated Omnibus Agreement    June 1, 2009    16” Lovington/Artesia Intermediate Pipeline Purchase Agreement
Second Amended and Restated Omnibus Agreement    August 1, 2009    Tulsa West (Sunoco) Asset Purchase Agreement
Third Amended and Restated Omnibus Agreement    October 19, 2009   

(i) Tulsa East (Sinclair) Purchase Agreement

(ii) Beeson Pipeline Purchase Agreement, and

(iii) Roadrunner Pipeline Purchase Agreement

Fourth Amended and Restated Omnibus Agreement    March 31, 2010    LLC Interest Purchase Agreement for certain Tulsa East Assets
Fifth Amended and Restated Omnibus Agreement    August 31, 2011    Tulsa Throughput Agreement
Sixth Amended and Restated Omnibus Agreement    November 1, 2011    LLC Interest Purchase Agreement for Cheyenne Assets and El Dorado Assets
Seventh Amended and Restated Omnibus Agreement    July 12, 2012    UNEV LLC Interest Purchase Agreement
Eighth Amended and Restated Omnibus Agreement    June 1, 2013    Malaga Throughput Agreement
Ninth Amended and Restated Omnibus Agreement    January 7, 2014    Amended and Restated El Dorado Throughput Agreement for the El Dorado New Tank No. 647
Tenth Amended and Restated Omnibus Agreement    September 26, 2014    Amended and Restated Malaga Throughput Agreement
Eleventh Amended and Restated Omnibus Agreement    January 1, 2015    Unloading and Blending Services Agreement (Artesia) and Third Amended and Restated Crude Pipelines and Tankage Agreement (Beeson to Lovington System Expansion)
Twelfth Amended and Restated Omnibus Agreement    January 1, 2015    Artesia Rail Yard Facility, El Dorado Terminal and Cheyenne New Tank No. 117
Thirteenth Amended and Restated Omnibus Agreement    November 2, 2015    LLC Interest Purchase Agreement for the membership interest of El Dorado Operating
Fourteenth Amended and Restated Omnibus Agreement    February 22, 2016    LLC Interest Purchase Agreement for the Osage Membership Interest
Fifteenth Amended and Restated Omnibus Agreement    March 31, 2016    Tulsa West Crude Tank Assets and Tulsa New Tanks

 

 

A-1


Sixteenth Amended and Restated Omnibus Agreement    October 1, 2016    LLC Interest Purchase Agreement for the membership interest of Woods Cross Operating
Seventeenth Amended and Restated Omnibus Agreement    January 1, 2017    El Dorado Repurchased Tanks
Eighteenth Amended and Restated Omnibus Agreement    December 8, 2017    North Loco Tanks, SLC Pipeline, Frontier Aspen Pipeline and NWNAL Assets
Nineteenth Amended and Restated Omnibus Agreement    June 1, 2018    Tulsa Rail Yard Facility, Catoosa Lubes Terminal and Orla Truck Terminal
Twentieth Amended and Restated Omnibus Agreement    October 1, 2019    Cushing Connect Pipeline
Twenty-First Amended and Restated Omnibus Agreement    January 1, 2021    Navajo Tanks, Letter Agreement and Demo Assets

 

 

A-2


Exhibit B

to

Twenty-Second Amended and Restated Omnibus Agreement

 

 

Definitions

8” and 10” Lovington/Artesia Intermediate Pipelines” means the 8-inch pipeline and the 10-inch pipeline, each running from Lovington, New Mexico to Artesia, New Mexico and owned by HEP Pipeline.

16” Lovington/Artesia Intermediate Pipeline” means the 16-inch pipeline running from Lovington, New Mexico to Artesia, New Mexico, owned by Lovington-Artesia, L.L.C.

16” Lovington/Artesia Intermediate Pipeline Purchase Agreement” means that certain LLC Interest Purchase Agreement dated as of June 1, 2009, by and among HFC, Navajo Pipeline and the Operating Partnership, pursuant to which Navajo Pipeline transferred and conveyed to the Operating Partnership, and the Operating Partnership acquired, all of the limited liability company interests of Lovington-Artesia, L.L.C., the entity that owns the 16” Lovington/Artesia Intermediate Pipeline.

2004 Product Pipelines, Terminal and Related Assets” means the assets transferred under the July 13, 2004 Contribution, Conveyance and Assumption Agreement at the time of HEP’s initial public offering.

2008 Crude Pipelines, Tanks and Related Assets” means the Drop-Down Assets as defined in the Purchase and Sale Agreement, dated February 25, 2008, by and among HFC, Navajo Pipeline, Woods Cross Refining Company, L.L.C., a Delaware limited liability company, and HollyFrontier Navajo, as the seller parties, and HEP, the Operating Partnership, HEP Woods Cross, L.L.C., a Delaware limited liability company, and HEP Pipeline, as the buyer parties.

2008 Tanks” means the Transferred Tanks included in the 2008 Crude Pipelines, Tanks and Related Assets.

Acquisition Proposal” is defined in Section 5.2(a).

Additional Lovington Assets” means the Transferred Lovington Assets as defined in the March 2010 Drop Down LLC Interest Purchase Agreement.

Additional Tulsa East Assets” means the Transferred Tulsa East Assets as defined in the March 2010 Drop Down LLC Interest Purchase Agreement.

Administrative Fee” is defined in Section 4.1(a).

Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

Agreement” is defined in the introduction to this Agreement.

 

B-1


ALON” means ALON USA, LP, a Texas limited partnership.

ALON Purchase Agreement” means that Pipelines and Terminals Agreement, dated as of February 28, 2005, by and among ALON and HEP.

Applicable Law” means any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement, or other governmental restriction or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued under any of the foregoing by, or any determination by any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including, all of the terms and provisions of the common law of such Governmental Authority), as interpreted and enforced at the time in question.

Arbitrable Dispute” means any and all disputes, Claims, controversies and other matters in question between any of the HEP Entities, on the one hand, and any of the HFS Entities, on the other hand, arising out of or relating to this Agreement, the Master Agreements, or the Services and Secondment Agreement, or the alleged breach hereof and thereof, or in any way relating to the subject matter of this Agreement, the Master Agreements, or the Services and Secondment Agreement, regardless of whether (a) allegedly extra-contractual in nature, (b) sounding in contract, tort or otherwise, (c) provided for by Applicable Law or otherwise or (d) seeking damages or any other relief, whether at law, in equity or otherwise.

Artesia Blending Facility” means the two tanks and related equipment for the unloading and blending of ethanol and biodiesel at the refined product truck rack located at the refinery owned by HollyFrontier Navajo in Artesia, New Mexico.

Artesia-Orla Pipeline” means the 12” refined products pipeline extending from the refinery owned by HollyFrontier Navajo in Artesia, New Mexico to the Orla Truck Terminal, which pipeline is owned by HEP Pipeline.

Artesia Rail Yard Facility” means (a) the railroad track siding consisting of approximately 8,300 track feet of siding (rail storage) and two mainline switches and three industry switches located on certain land leased by HFRM from the Operating Partnership pursuant to that certain Track Lease Agreement effective as of November 1, 2014 by and between HEP Refining and HFRM, pursuant to which HEP Refining agreed to lease to HFRM, and HFRM agreed to lease from HEP Refining, the Artesia Rail Yard Facility, and (b) HEP Refining’s leasehold interest, as tenant, under the BNSF Lease (New Mexico), and (c) HEP Refining’s leasehold interest, as landlord, under that certain Sublease Agreement effective as of November 1, 2014 by and between HEP Refining and HFRM, pursuant to which HEP Refining agreed to sublease to HFRM, and HFRM agreed to sublease from HEP Refining, the BNSF Land (New Mexico).

Assets” means the Transferred Assets and the Other Assets, collectively.

Asset Lease” means that Asset Lease Agreement, dated effective as of January 1, 2021, between Cheyenne Logistics and Cheyenne Renewable Diesel Company LLC.

Beeson Pipeline” means the 8” crude oil pipeline extending from Beeson station to Lovington, New Mexico, owned by HEP Pipeline.

Beeson Pipeline Purchase Agreement” means that certain Asset Purchase Agreement dated as of December 1, 2009, by and among HFC, Navajo Pipeline and HEP Pipeline, pursuant to which Navajo Pipeline agreed to transfer and convey to HEP Pipeline, and HEP Pipeline agreed to acquire, the Beeson Pipeline.

 

B-2


Beeson to Lovington System Expansion” means the following project undertaken by HEP Pipeline: the installation of a larger pump at the Beeson station and the replacement of five miles of existing 8-inch pipeline with 10-inch pipeline beginning at the Beeson station end of the Beeson Pipeline.

BNSF Land (New Mexico)” means the land located in Eddy County, New Mexico leased to HEP Refining pursuant to the BNSF Lease (New Mexico).

BNSF Land (Tulsa)” means the land located in Tulsa County, Oklahoma leased to HEP Tulsa pursuant to the BNSF Lease (Tulsa).

BNSF Lease (New Mexico)” means that certain Lease of Land Including New Track Construction dated to be effective as of February 14, 2014, pursuant to which HEP Reining agreed to lease from BNSF Railway Company the BNSF Land (New Mexico).

BNSF Lease (Tulsa)” means that certain Lease of Land for Construction/Rehabilitation of Track dated to be effective as of June 23, 2016, pursuant to which HEP Tulsa agreed to lease from BNSF Railway Company the BNSF Land (Tulsa).

Business Day” means any day other than Saturday, Sunday or other day upon which commercial banks in Dallas, Texas are authorized by law to close.

Casper Refining” is defined in the introduction to this Agreement.

Catoosa Lubes Terminal” means that certain water port terminal and related facilities located in Rogers County, Oklahoma, near the Port of Catoosa, Oklahoma, and more fully described in that certain Amended and Restated Lease Agreement, dated August 1, 2007, between the City of Tulsa-Rogers County Port Authority (the “Port Authority”) and Petro Source Terminals, LLC, as amended by that certain First Amendment of Amended and Restated Lease Agreement, dated August 1, 2017, between the Port Authority and NGL Crude Terminals, LLC, as modified by that certain Lease Assignment and Assumption Agreement, dated June 1, 2018, between the Port Authority, NGL Crude Terminals, LLC and HEP Oklahoma LLC.

Change of Control” means, with respect to any Person (the “Applicable Person”), any of the following events:

(a) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the Applicable Person’s assets to any other Person unless immediately following such sale, lease, exchange, or other transfer such assets are owned, directly or indirectly, by the Applicable Person;

(b) the consolidation or merger of the Applicable Person with or into another Person pursuant to a transaction in which the outstanding Voting Securities of the Applicable Person are changed into or exchanged for cash, securities, or other property, other than any such transaction where

(i) the outstanding Voting Securities of the Applicable Person are changed into or exchanged for Voting Securities of a surviving Person or its parent and

 

B-3


(ii) the holders of the Voting Securities of the Applicable Person immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Securities of the surviving Person or its parent immediately after such transaction; and

(c) a “person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) (in the case of HF Sinclair, other than a group consisting of some of all of the current control persons of HF Sinclair), being or becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended) of more than 50% of all of the then outstanding Voting Securities of the Applicable Person, except in a merger or consolidation that would not constitute a Change of Control under clause (b) above.

Cheyenne Assets” is defined in the November 2011 Frontier Drop Down LLC Interest Purchase Agreement.

Cheyenne Logistics” is defined in the introduction to this Agreement.

Cheyenne New Tank” means petroleum storage tank no. 117 located at the Cheyenne Refinery Complex.

Claim” means any existing or threatened future claim, demand, suit, judgment, settlement, action, investigation, proceeding, governmental action, cause of action, claims, demands, causes of action, suits, judgments, settlements, fines, penalties, costs, and expenses (including court costs and reasonable attorneys’ and experts’ fees) of any kind or character (in each case, whether civil, criminal, investigative or administrative), known or unknown, under any theory, including those based on theories of contract, tort, statutory liability, strict liability, employer liability, premises liability, products liability, breach of warranty or malpractice of any and every kind or character, known or unknown, fixed, contingent or suffered.

Claimant” is defined in Section 8.2(a).

Closing Date” means

(a) for all sections other than Articles III and VII, July 13, 2004, the date of the closing of HEP’s initial public offering, and

(b) for purposes of Articles III and VII, Closing Date means, with respect to a group of assets, the effective date of the purchase of such assets or the stock, partnership interests or membership interests of the entity that directly or indirectly owns such assets, by a HEP Entity (such Closing Date being shown in Exhibit D, column (a)).

Contribution Agreement” means that certain Contribution, Conveyance and Assumption Agreement, dated as of July 13, 2004, among HFC, Navajo Pipeline, the General Partner, HEP, the OLP GP, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder.

control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

Covered Environmental Losses” means Environmental Claims to the extent arising from:

 

B-4


  (a)

any violation or correction of violation of Environmental Laws associated with the ownership or operation of the Assets, or

 

  (b)

any event or condition associated with ownership or operation of the Assets (including, the presence of Hazardous Substances on, under, about or migrating from the Assets or the disposal or release of Hazardous Substances generated by operation of the Assets at any non-Asset locations), including:

 

  (i)

the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws;

 

  (ii)

the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws; and

 

  (iii)

the cost and expense for any environmental or Toxic Tort pre-trial, trial, or appellate legal or litigation support work.

CRDC” is defined in the introduction to this Agreement.

Cushing Connect” means Cushing Connect Pipeline & Terminal LLC, a Delaware limited liability company.

Cushing Connect Pipeline” means that certain approximately 50 mile, 16” pipeline to be constructed by Cushing Connect Pipeline Holdings LLC, a subsidiary of Cushing Connect, to transport crude oil from the Cushing Terminal to the Tulsa East Refinery and Tulsa West Refinery.

Cushing Terminal” means the crude oil storage, blending and terminalling facility terminal located in Cushing, Oklahoma and owned and operated by Plains Marketing, L.P., a Texas limited partnership.

Demo Assets” has the meaning set forth in the Letter Agreement. For the avoidance of doubt, the “Demo Assets” include the Cheyenne New Tank.

Disposition Notice” is defined in Section 5.2(a).

Effective Date” is defined in the introduction to this Agreement.

El Dorado Assets” is defined in the November 2011 Frontier Drop Down LLC Interest Purchase Agreement.

El Dorado Logistics” is defined in the introduction to this Agreement.

El Dorado New Tank” means petroleum products storage tanks no. 647 and no. 651 located at the El Dorado Refinery Complex.

El Dorado Operating” is defined in the introduction to this Agreement.

El Dorado Osage” is defined in the introduction to this Agreement.

 

B-5


El Dorado Refinery Assets” means “Assets” as defined in that certain LLC Interest Purchase Agreement dated as of October 30, 2015 and effective as of November 1, 2015 by and among HollyFrontier El Dorado, HFC and the Operating Partnership, pursuant to which HollyFrontier El Dorado agreed sell to the Operating Partnership all of the issued and outstanding limited liability company interests in El Dorado Operating.

El Dorado Repurchased Tanks” means tank 243 and tank 244 located at the El Dorado Terminal that were repurchased by HollyFrontier El Dorado from El Dorado Logistics effective January 1, 2017.

El Dorado Terminal” means that certain petroleum products tank farm located in El Dorado Kansas, and more particularly described in that certain Membership Interest Purchase Agreement dated as of March 6, 2015 by and between El Dorado Logistics and Rimrock Midstream, LLC, as such terminal may be modified, expanded or upgraded from time to time.

El Paso Hawkins Terminal” means the El Paso Hawkins Terminal as defined in that certain Refined Products Terminal Transfer Agreement effective as of February 22, 2016 between HEP Refining Assets and El Paso Operating, pursuant to which El Paso Operating acquired the El Paso Hawkins Terminal.

El Paso Operating” is defined in the introduction to this Agreement.

Environmental Claims” means environmental and Toxic Tort Liabilities and Claims of any and every kind or character, known or unknown, fixed or contingent.

Environmental Costs” means (i) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws, (ii) the cost or expense of the preparation and implementation of any closure, remedial, corrective action, or other plans required or necessary under Environmental Laws, and (iii) the cost and expense for any Environmental Claim, including pre-trial, trial, or appellate legal or litigation support work.

Environmental Laws” means all federal, state and local laws, statutes, rules, regulations, orders and ordinances, now or hereafter in effect, relating to protection of the environment, including the federal Comprehensive Environmental Response, Compensation, and Liability Act, the Superfund Amendments Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Federal Water Pollution Control Act, the Toxic Substances Control Act, the Oil Pollution Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, and other environmental conservation and protection laws, each as amended from time to time.

First ROFR Acceptance Deadline” is defined in Section 5.2(b).

Force Majeure” means acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, wars (whether or not an official declaration is made thereof), terrorist attacks, blockades, insurrections, riots, epidemics, landslides, lightening, earthquakes, fires, hurricanes, storms, floods, washouts, freezeoffs, arrests, the order of any Governmental Authority having jurisdiction while the same is in force and effect, civil disturbances, explosions, breakage, accident to machinery, equipment, storage tanks or lines of pipe, repairs, maintenance, inability to obtain or unavoidable delay in obtaining permits, material or equipment, and any other causes whether of the kind herein enumerated or otherwise not reasonably within the control of the Party claiming suspension and which by the exercise of due diligence such Party is unable to prevent or overcome. Notwithstanding anything in this Agreement to the contrary, inability of a Party to make payments when due, be profitable or to secure funds, arrange bank loans or other financing, obtain credit or have adequate capacity or production (other than for reasons of Force Majeure) shall not be regarded as events of Force Majeure.

 

B-6


Frontier Aspen Pipeline” means the Frontier Aspen Pipeline as defined in the Frontier Aspen Membership Purchase Agreement.

Frontier Aspen Membership Purchase Agreement” means that certain Membership Interest Purchase Agreement dated effective August 7, 2017 between Plains Pipeline, L.P. and HEP Casper SLC, LLC.

General Partner” is defined in the introduction to this Agreement.

Governmental Authority” means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing.

Hazardous Substance” means (a) any substance that is designated, defined or classified as a hazardous waste, hazardous material, pollutant, contaminant, or toxic or hazardous substance, or that is otherwise regulated under any Environmental Law, including, any hazardous substance as defined under the Comprehensive Environmental Response, Compensation, and Liability Act, and (b) petroleum, crude oil, gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet fuel and other refined petroleum hydrocarbons.

HEP” is defined in the introduction to this Agreement.

HEP Cushing” is defined in the introduction to this Agreement.

HEP El Dorado” is defined in the introduction to this Agreement.

HEP Entities” is defined in the introduction to this Agreement.

HEP Entity” means any of the HEP Entities.

HEP Group” means the HEP Entities and any Subsidiary of any such Person, all of which are treated as a single consolidated entity for purposes of this Agreement.

HEP Group Member” means any member of the HEP Group.

HEP Pipeline” is defined in the introduction to this Agreement.

HEP Refining” is defined in the introduction to this Agreement.

HEP Refining Assets” is defined in the introduction to this Agreement.

HEP Tulsa” is defined in the introduction to this Agreement.

HEP UNEV” is defined in the introduction to this Agreement.

HEP UNEV Pipeline” is defined in the introduction to this Agreement.

 

B-7


HFC” is defined in the introduction to this Agreement.

HFRM” is defined in the introduction to this Agreement.

HF Sinclair” is defined in the introduction to this Agreement.

HFS Entities” is defined in the introduction to this Agreement.

HFS Group” means the HFS Entities and any Person controlled, directly or indirectly, by HF Sinclair other than the HEP Entities.

HFS Group Member” means any member of the HFS Group.

HollyFrontier Cheyenne” is defined in the introduction to this Agreement.

HollyFrontier El Dorado” is defined in the introduction to this Agreement.

HollyFrontier Navajo” is defined in the introduction to this Agreement.

HollyFrontier Transportation” is defined in the introduction of this Agreement.

HollyFrontier Tulsa” is defined in the introduction to this Agreement.

HollyFrontier Woods Cross” is defined in the introduction to this Agreement.

Holly GP” is defined in the introduction to this Agreement.

Indemnified Claims” means losses, damages, liabilities, Claims, demands, causes of action, judgments, settlements, fines, penalties, costs, and expenses (including, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character.

Indemnified Party” means all or part of either the HEP Entities or the HFS Entities, as the case may be, in their capacity as the parties entitled to indemnification in accordance with Article III.

Indemnifying Party” means all or part of either the HEP Entities or the HFS Entities, as the case may be, in their capacity as the parties from whom indemnification may be required in accordance with Article III.

Letter Agreement” means the Letter Agreement dated February 8, 2021, between the Operating Partnership and HFRM.

Liability” means with respect to any Person, any economic losses (including, diminution in value and lost profits suffered by third parties to the extent an Indemnified Party is required to pay for such damages), damages, injuries (including, personal injury and death), liabilities, of any and every kind or character, known or unknown, fixed, contingent or suffered.

Limited Partner” is defined in the Partnership Agreement.

Malaga Pipeline System” means the Pipeline System, as such term is defined in the Malaga TSA.

Malaga TSA” means that certain Amended and Restated Transportation Services Agreement (Malaga) dated as of September 26, 2014 by and between HFRM and Operating Partnership, pursuant to which Operating Partnership provides certain transportation services for HFRM on the Malaga Pipeline System, as such agreement may be amended, modified or replaced from time to time.

 

B-8


March 2010 Drop Down LLC Interest Purchase Agreement” means that certain LLC Interest Purchase Agreement dated as of March 31, 2010, by and among HFC, Lea Refining Company, HollyFrontier Tulsa, HEP Refining and HEP Tulsa, pursuant to which HFC, Lea Refining Company and HollyFrontier Tulsa agreed to transfer and convey to HEP Refining and HEP Tulsa the Additional Tulsa East Assets and the Additional Lovington Assets.

Master Agreements” means the Master Lease and Access Agreement, Master Site Services Agreement, Master Systems Operating Agreement, Master Throughput Agreement and Master Tolling Agreements.

Master Lease and Access Agreement” means that certain Seventh Amended and Restated Master Lease and Access Agreement dated effective as of March 14. 2022 among certain of the HEP Entities and the Refinery Owners.

Master Site Services Agreement” means that certain Fifth Amended and Restated Master Site Services Agreement effective as of March 14, 2022, as amended, among certain of the HEP Entities and the Refinery Owners.

Master Systems Operating Agreement” means that certain Second Amended and Restated Master Systems Operating Agreement effective as of January 1, 2021 among certain of the HEP Entities and the Refinery Owners.

Master Throughput Agreement” means that certain Seventh Amended and Restated Master Throughput Agreement effective as of March 14, 2022, between the Operating Partnership, HFRM and Sinclair Oil.

Master Tolling Agreements” means that certain Master Tolling Agreement (Refinery Assets) dated effective as of November 1, 2015, as amended dated effective as of January 1, 2017, between HollyFrontier El Dorado and the Operating Partnership, and that certain Amended and Restated Master Tolling Agreement (Operating Assets) dated effective as of October 1, 2016, as amended dated effective as of January 1, 2017, between HollyFrontier El Dorado, HollyFrontier Woods Cross and the Operating Partnership, and as amended by that certain Second Amendment to Amended and Restated Master Tolling Agreement (Operating Assets) dated October 29, 2018.

Navajo Pipeline” is defined in the introduction to this Agreement.

Navajo Tanks” means the four new petroleum products storage tanks to be constructed by HEP Operating at the Navajo Refinery.

Net Recovery” is defined in Section 3.7(f).

NWNAL Assets” means those assets described in Section 8(a)(i)(2) of the SLC Pipeline Membership Purchase Agreement.

North Loco Tanks” means the Facilities as defined in that certain Conveyance, Assignment and Bill of Sale (Tanks 1075, 1076 and 1077) effective as of December 8, 2017 by and between HollyFrontier Transportation and HEP Pipeline.

 

B-9


November 2011 Frontier Drop Down LLC Interest Purchase Agreement” means that certain LLC Interest Purchase Agreement effective as of November 1, 2011, by and among HFC, HollyFrontier Cheyenne, HollyFrontier El Dorado, the Operating Partnership and HEP, pursuant to which HollyFrontier Cheyenne and HollyFrontier El Dorado agreed sell to the Operating Partnership the entities that own the Cheyenne Assets and the El Dorado Assets.

Offer” is defined in Section 2.4(a)

Offer Price” is defined in Section 5.2(a)(iii).

OLP GP” is defined in the introduction to this Agreement.

Operating Partnership” is defined in the introduction to this Agreement.

Original Omnibus Agreement” is defined in the recitals to this Agreement.

Orla Truck Terminal means a truck terminal in Orla, Texas to be constructed by HEP Fin-Tex/Trust-River, L.P., consisting primarily of a truck rack with three loading bays and a tank with shell capacity of approximately 50,000 barrels, which will be connected to the Artesia-Orla Pipeline.

Osage” means Osage Pipe Line Company, LLC, a Delaware limited liability company.

Osage Pipeline” means that certain 135-mile, 20-inch pipe line originating in Cushing, Oklahoma and terminating within the El Dorado Terminal, along with associated pumping and metering stations and equipment owned by Osage.

Osage Membership Interest” means a fifty percent (50%) limited liability company membership interest in Osage.

Other Assets” means those assets owned by a HEP Entity that serve the Refineries and were not conveyed, contributed, or otherwise transferred, directly or indirectly by the HFS Entities to the HEP Entities, as indicated in column (a) of Exhibit D, Part 2; provided, that for the purposes of Section 3.2, Other Assets shall not include that certain 8” pipeline extending 50 miles from the White City Station that was formerly used as a refined products pipeline and that was conveyed to the HEP Entities as part of the 2004 Product Pipelines, Terminal and Related Assets.

Partnership Agreement” means the Second Amended and Restated Agreement of Limited Partnership of Holly Energy Partners, L.P. dated as of October 31, 2017. No amendment or modification to the Partnership Agreement subsequent to the date of this Agreement shall be given effect for the purposes of this Agreement unless consented to by each of the Parties.

Party” means any one of the entities listed on the signature page to this Agreement, collectively the “Parties”.

Permitted Assets” is defined in Section 2.2(d).

Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization association, government agency or political subdivision thereof or other entity.

 

B-10


Post-Closing Covered Environmental Losses” means, to the extent such violation, event or condition occurred after the Closing Date:

 

  (a)

any violation or correction of violation of Environmental Laws associated with the operation of the Transferred Assets by a Person other than a HFS Entity or ownership and operation of the Transferred Assets by a Person other than a HFS Entity, or

 

  (b)

any event or condition associated with the ownership and/or operation of the Transferred Assets by a Person other than a HFS Entity (including the presence of Hazardous Substances on, under, about or migrating to or from the Transferred Assets or the disposal or release of Hazardous Substances generated by operation of the Transferred Assets) including, the Environmental Costs;

provided, however, that nothing stated above shall make the HEP Entities responsible for any post-Closing Date negligent actions or omissions or willful misconduct by any of the HFS Entities.

PPI” means the Producers Price Index-Commodities-Finished Goods, (PPI), et al.

PPI Adjustment” means the upper change in the annual change rounded to four decimal places of the PPI, produced by the U.S. Department of Labor, Bureaus of Labor Statistics. The series ID is WPUFD49207 – located at http://www.bls.gov/data/. The change factor shall be calculated as follows: annual PPI index (most current year) less annual PPI index (most current year minus 1) divided by annual PPI index (most current year minus 1). An example for year 2014 change is: [PPI (2013) – PPI (2012)] / PPI (2012) or (197.3 – 193.3) / 193.3 or .021 or 2.1%. If the PPI change is negative in a given year then there will be no change in the Administrative Fee or the Temporary Administrative Fee.

Pre-Closing Covered Environmental Losses” means, to the extent such violation, event or condition occurred before the Closing Date:

 

  (a)

any violation or correction of violation of Environmental Laws associated with the ownership or operation of the Transferred Assets by a Person other than a HEP Entity or ownership and operation of the Transferred Assets by a Person other than a HEP Entity, or

 

  (b)

any event or condition associated with ownership and/or operation of the Transferred Assets by a Person other than a HEP Entity (including, the presence of Hazardous Substances on, under, about or migrating to or from the Transferred Assets or the disposal or release of Hazardous Substances generated by operation of the Transferred Assets), including, the Environmental Costs.

provided, however, that nothing stated above shall make the HFS Entities responsible for any pre-Closing Date negligent actions omissions or willful misconduct by any of the HEP Entities.

Previous Amended and Restated Omnibus Agreement” is defined in the introduction to this Agreement.

Proposed Transferee” is defined in Section 5.2(a)(i).

Prudent Industry Practice” means such practices, methods, acts, techniques, and standards as are in effect at the time in question that are consistent with (a) the standards generally followed by the United States pipeline and terminalling industries or (b) such higher standards as may be applied or followed by the HFS Entities in the performance of similar tasks or projects, or by the HEP Entities in the performance of similar tasks or projects.

 

B-11


Purchase Option Agreement” has the meaning set forth in the Asset Purchase Agreement, dated August 1, 2009, between HollyFrontier Tulsa, as the seller, and HEP Tulsa, as the buyer.

RDU Assets” has the meaning set forth in the Asset Lease.

Refinery” or “Refineries” means each of the Refinery Complexes identified in the Master Lease and Access Agreement.

Refinery Owners” means each of the HFS Entities that own one or more of the Refineries.

Released Assets” has the meaning set forth in the Letter Agreement.

Respondent” is defined in Section 8.2(a).

Restricted Business” or “Restricted Businesses” means the ownership or operation of crude oil pipelines or terminals, intermediate petroleum product pipelines or terminals, refined petroleum products pipelines, terminals, truck racks or crude oil gathering systems in the continental United States, provided, however, that the Specified Sinclair Business shall not constitute a “Restricted Business” for any purpose under this Agreement.

Retained Assets” means the pipelines, terminals and other assets and investments owned by any HFS Group Member on the date of the Contribution Agreement that were not conveyed, contributed or otherwise transferred to the HEP Entities pursuant to the Contribution Agreement or otherwise.

Roadrunner” is defined in the introduction to this Agreement.

Roadrunner Pipeline” means 16” crude oil pipeline extending from Slaughter station in Texas to Lovington, New Mexico owned by Roadrunner.

Roadrunner Pipeline Purchase Agreement” means that certain LLC Interest Purchase Agreement dated as of December 1, 2009 by and among Navajo Pipeline and the Operating Partnership, pursuant to which the Operating Partnership acquired, all of the outstanding limited liability company interests of Roadrunner, the entity that owns the Roadrunner Pipeline.

ROFR Acceptance Deadline” means the First ROFR Acceptance Deadline or the Second ROFR Acceptance Deadline, as applicable, both as defined in Section 5.2(b) and (c).

Sale Assets” is defined in Section 5.2(a)(ii).

Second ROFR Acceptance Deadline” is defined in Section 5.2(c).

Services and Secondment Agreement” means that certain Fourth Amended and Restated Services and Secondment Agreement effective as of January 1, 2021, by and among Holly GP, the Operating Partnership, Cheyenne Logistics, El Dorado Logistics, El Dorado Operating, HEP Tulsa, Woods Cross Operating, HollyFrontier Payroll Services, Inc., a Delaware corporation, HollyFrontier Cheyenne, CRDC, HollyFrontier El Dorado, HollyFrontier Tulsa and HollyFrontier Woods Cross.

Sinclair” means Sinclair Tulsa Refining Company.

 

B-12


Sinclair Oil” is defined in the introduction to this Agreement.

Sinclair Refining” is defined in the introduction to this Agreement.

Sinclair Midstream Assets” means the assets owned by STC and its subsidiaries and acquired by HEP through HEP’s acquisition of STC pursuant to the Midstream Contribution Agreement, dated August 2, 2021, by and among HEP, STC and The Sinclair Companies.

Sinclair Refinery Logistics Assets” means all assets of Hippo Holding LLC and its subsidiaries (including Sinclair Oil, Sinclair Refining and Casper Refining) that constitute “Permitted Assets” as of March 14, 2022, including the logistics assets that are located within the fence line of each of the Sinclair Refinery Complex and the Casper Refinery Complex, which assets were acquired by HF Sinclair through HF Sinclair’s acquisition of Hippo Holding LLC and its subsidiaries (including Sinclair Oil, Sinclair Refining and Casper Refining) pursuant to the Business Combination Agreement, dated August 2, 2021, by and among HF Sinclair, HFC, Hippo Merger Sub, Inc., The Sinclair Companies and Hippo Holding LLC.

Sinclair Purchase Agreement” means that certain Asset Sale and Purchase Agreement dated as of October 19, 2009, by and among HollyFrontier Tulsa, HEP Tulsa and Sinclair, pursuant to which HEP Tulsa acquired the Sinclair Transferred Assets.

Sinclair Transferred Assets” means the HEP Tulsa Assets as defined in the Sinclair Purchase Agreement.

SLC Pipeline” means the SLC Pipeline as defined in the SLC Pipeline Membership Interest Purchase Agreement.

SLC Pipeline Membership Purchase Agreement” means that certain Membership Interest Purchase Agreement dated effective August 7, 2017, between Rocky Mountain Pipeline System LLC and HEP SLC, LLC.

Specified Sinclair Business” means (i) Sinclair Oil’s direct and indirect ownership of equity interests in Sinclair Trucking Company LLC and Prairie Field Services LLC and (ii) the assets and operations of Sinclair Trucking Company LLC.

STC” is defined in the introduction to this Agreement.

Storage and Handling Agreement” means that certain Storage and Handling Agreement dated February 21, 1997, between the Operating Partnership and Alon U.S.A., L.P., as amended effective January 1, 2004, September 1, 2008 and March 1, 2011.

Temporary Administrative Fee” is defined in Section 4.1(b).

Third Party” means a Person which is not (a) HEP or an Affiliate of HEP, (b) HF Sinclair or an affiliate of HF Sinclair, (c) a Person that, after the signing of this Agreement becomes a successor entity of HEP, HF Sinclair or any of their respective Affiliates. An employee of HF Sinclair or HEP shall not be deemed an Affiliate.

Toxic Tort” means a Claim or cause of action arising from personal injury or property damage incurred by the plaintiff that is alleged to have been caused by exposure to, or contamination by, Hazardous Substances that have been released into the environment by or as a result of the actions or omissions of the defendant.

 

B-13


Transfer” including the correlative terms “Transferring” or “Transferred” means any direct or indirect transfer, assignment, sale, gift, pledge, hypothecation or other encumbrance, or any other disposition (whether voluntary, involuntary or by operation of law) of the Assets.

Transferred Assets” means all of the assets conveyed, contributed, or otherwise transferred, directly or indirectly (including by transfer or sale of the entity that owns such assets or the entity that owns the interests in the entity that owns such assets) that serve the Refineries, by the HFS Entities to the HEP Entities, as indicated in column (a) of Exhibit D, Part 1; provided that for the purposes of Section 3.2, the term “Transferred Assets” shall include (a) that certain 8” pipeline extending 50 miles from the White City Station that was formerly used as a refined products pipeline and that was conveyed to the HEP Entities as part of the 2004 Product Pipelines, Terminal and Related Assets, and (b) the Tulsa West Crude Tank Assets.

Transferred Tanks” means the tanks included in the Assets, as indicated in column (h) of Exhibit D, provided however that from and after January 1, 2017, such tanks shall not include the El Dorado Repurchased Tanks.

Tulsa East Refinery” means the refinery owned by HollyFrontier Tulsa and located at 905 West 25th Street, Tulsa, Oklahoma 74107.

Tulsa Interconnecting Pipelines” means the Interconnecting Pipelines as defined in the Tulsa Throughput Agreement.

Tulsa New Tanks” means petroleum products storage tank nos. 45 and 444A located at the Tulsa Refinery Complex.

Tulsa Purchase Agreement” means that certain Asset Purchase Agreement dated as of August 1, 2009, by and between HollyFrontier Tulsa and HEP Tulsa, pursuant to which HollyFrontier Tulsa transferred and conveyed to HEP Tulsa, and HEP Tulsa acquired, the Tulsa Transferred Assets.

Tulsa Rail Yard Facility” means (a) the railroad track siding consisting of approximately (i) Five Thousand Twenty (5,020) track feet of runaround track, (ii) Seven Thousand Three Hundred (7,300) of inbound and outbound track, (iii) One Thousand Three Hundred (1,300) track feet of maintenance and engine storage track, (iv) Nine Thousand Eight Hundred Eighty (9,880) track fee of rail car storage, (v) One (1) mainline switch, and (vi) Fifteen (15) industry switches located on certain land situated at or near the railway station of Tulsa, County of Tulsa, Oklahoma and leased by HFRM from HEP Tulsa pursuant to that certain Track Lease Agreement effective as of December 13, 2017 by and between HEP Tulsa and HFRM, pursuant to which HEP Tulsa agreed to lease to HFRM, and HFRM agreed to lease from HEP Tulsa, the Tulsa Rail Yard Facility, (b) HEP Tulsa’s leasehold interest, as tenant, under the BNSF Lease (Tulsa), pursuant to which HEP Tulsa agreed to lease from BNSF Railway Company the BNSF Land (Tulsa), (c) HEP Tulsa’s leasehold interest, as landlord, under that certain Sublease Agreement effective as of December 13, 2017 by and between HEP Tulsa and HFRM, pursuant to which HEP Tulsa agreed to sublease to HFRM, and HFRM agreed to sublease from HEP Tulsa, the BNSF Land (Tulsa), (d) HEP Tulsa’s interest, as licensee, under that certain Equipment Sites, Access and Rail Line License Agreement, effective August 1, 2009, between HollyFrontier Tulsa and HEP Tulsa, as amended by that certain First Amendment to Equipment Sites, Access and Rail Line License Agreement, effective as of December 13, 2017, by and between HollyFrontier Tulsa and HEP Tulsa, and (e) HEP Tulsa’s interest, as sublicensor, under that Sublicense Agreement effective December 13, 2017, between HEP Tulsa and HFRM.

 

B-14


Tulsa Throughput Agreement” means that certain Second Amended and Restated Pipelines, Tankage and Loading Rack Throughput Agreement (Tulsa East), dated as of August 31, 2011, pursuant to which HEP Tulsa agreed to provide transportation services to HollyFrontier Tulsa with respect to the Tulsa Interconnecting Pipelines.

Tulsa Transferred Assets” means the Transferred Assets as defined in the Tulsa Purchase Agreement.

Tulsa West Refinery” means the refinery owned by HollyFrontier Tulsa located at 1700 S. Union Ave., Tulsa, Oklahoma 74107.

Tulsa West Crude Tank Assets” means the Leased Property as defined in the Bill of Sale, Assignment and Assumption Agreement dated as of March 31, 2016 between Plains Marketing, L.P. and HEP Tulsa.

UNEV LLC Interest Purchase Agreement” means that certain LLC Interest Purchase Agreement dated as of July 12, 2012, by and among HFC, HEP UNEV and HEP, pursuant to which HFC agreed to sell to HEP UNEV the entity that owns 75% of all of the issued and outstanding membership interests of UNEV Pipeline, LLC, the entity that owns the UNEV Pipeline.

UNEV Pipeline” means, collectively, an approximately 400 mile, 12-inch refined products pipeline currently running from Woods Cross, Utah to Las Vegas, Nevada, related products terminals in or near Cedar City, Utah and Las Vegas, Nevada and other related assets owned by UNEV Pipeline, LLC.

UNEV Profits Interest” means the membership interest in HEP UNEV held directly or indirectly by HFC.

Voting Securities” means securities of any class of a Person entitling the holders thereof to vote on a regular basis in the election of members of the board of directors or other governing body of such Person.

Wood Cross Operating” is defined in the introduction to this Agreement.

Woods Cross Refinery Assets” has the meaning ascribed to the term “Assets” in that certain LLC Interest Purchase Agreement dated as of October 3, 2016 and effective as of October 1, 2016 by and among HollyFrontier Woods Cross, HFC and the Operating Partnership, pursuant to which HollyFrontier Woods Cross agreed to sell to the Operating Partnership all of the issued and outstanding limited liability company interests in Woods Cross Operating.

 

B-15


Exhibit C

to

Twenty-Second Amended and Restated Omnibus Agreement

 

 

Interpretation

As used in this Agreement, unless a clear contrary intention appears:

(a) any reference to the singular includes the plural and vice versa, any reference to natural persons includes legal persons and vice versa, and any reference to a gender includes the other gender;

(b) the words “hereof”, “hereby”, “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(c) any reference to Articles, Sections and Exhibits are, unless otherwise stated, references to Articles, Sections and Exhibits of or to this Agreement and references in any Section or definition to any clause means such clause of such Section or definition. The headings in this Agreement have been inserted for convenience only and shall not be taken into account in its interpretation;

(d) reference to any agreement (including this Agreement), document or instrument means such agreement, document, or instrument as amended, modified or supplemented and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of this Agreement;

(e) the Exhibits hereto form an integral part of this Agreement and are equally binding therewith. Any reference to “this Agreement” shall include such Exhibits;

(f) references to a Person shall include any permitted assignee or successor to such Party in accordance with this Agreement and reference to a Person in a particular capacity excludes such Person in any other capacity;

(g) if any period is referred to in this Agreement by way of reference to a number of days, the days shall be calculated exclusively of the first and inclusively of the last day unless the last day falls on a day that is not a Business Day in which case the last day shall be the next succeeding Business Day;

(h) the use of “or” is not intended to be exclusive unless explicitly indicated otherwise;

(i) references to “$” or to “dollars” shall mean the lawful currency of the United States of America; and

(j) the words “includes,” “including,” or any derivation thereof shall mean “including without limitation” or “including, but not limited to.”

 

C-1


Exhibit D

to

Twenty-Second Amended and Restated Omnibus Agreement

 

 

Asset Indemnification Summary

Part 1: Transferred Assets:

 

(a)

  

(b)

  

(c)

  

(d)

  

(e)

  

(f)

  

(g)

  

(h)

TRANSFERRED
ASSET AND
CLOSING DATE

  

HF SINCLAIR
ENVIRONMENTAL

(Expiration Date)

  

HEP
ENVIRONMENTAL1

  

RIGHT-OF-WAY

  

ADDITIONAL
INDEMNITIES

  

OPERATIONAL

INDEMNITY

  

RIGHT OF

FIRST
REFUSAL

  

INCLUDES
TRANSFERRED
TANKS

  

Indemnity from HF Sinclair to HEP for Pre-Closing Covered Environmental Losses under Section 3.2(a) / Aggregate cap on HF Sinclair environmental indemnity in Section 3.1(b)

(expiration date of indemnity)

   Indemnity from HEP to HF Sinclair for Post-Closing Covered Environmental Losses under Section 3.4(a)   

Right-of-Way Indemnity under Sections 3.2(a)(iii) and 3.2(a)(iv)

(expiration date of indemnity)

  

Additional Indemnities under Section 3.2(a)(vi)

(expiration date of indemnity)2

   Additional Indemnities under Section 3.5    Right of First Refusal under Article V   

2004 Product Pipelines, Terminal and Related Assets

(July 13, 2004)

  

$15,000,000

(July 13, 2014)

     

(July 13, 2014)

  

(July 13, 2009)

         No

8” and 10” Lovington/Artesia Intermediate Pipelines

(June 1, 2009)

  

$2,500,000

(June 1, 2019)

     

(June 1, 2019)

  

(June 1, 2014)

         No

 

 

1 

Where subsurface rights are not transferred to the HEP Entities, the HEP Entities have no liabilities for subsurface contamination unless caused by an HEP Entity.

2 

Notification of Claim must be provided prior to date noted.

 

D-1


(a)

  

(b)

  

(c)

  

(d)

  

(e)

  

(f)

  

(g)

  

(h)

TRANSFERRED
ASSET AND
CLOSING DATE

  

HF SINCLAIR
ENVIRONMENTAL

(Expiration Date)

  

HEP
ENVIRONMENTAL

  

RIGHT-OF-WAY

  

ADDITIONAL
INDEMNITIES

  

OPERATIONAL

INDEMNITY

  

RIGHT OF

FIRST
REFUSAL

  

INCLUDES
TRANSFERRED
TANKS

2008 Crude Pipelines, Tanks and Related Assets

(March 1, 2008)

  

$7,500,000

(March 1, 2023)

     

(March 1, 2023)

  

(March 1, 2013)

         Yes

16” Lovington/Artesia Intermediate Pipeline

(June 1, 2009)

   None      

(June 1, 2019)

  

(June 1, 2014)

         No

Tulsa Transferred Assets3

(August 1, 2009)

   None    None    None    None    None    None    No

Beeson Pipeline

(December 1, 2009)

   None      

(December 1, 2019)

  

(December 1, 2014)

         No

Roadrunner Pipeline

(December 1, 2009)

   None      

(December 1, 2019)

  

(December 1, 2014)

         No

Additional Lovington Assets

(March 31, 2010)

  

$15,000,000

(March 31, 2020)

     

(March 31, 2020)

  

(March 31, 2015)

         No

Additional Tulsa East Assets

(March 31, 2010)

  

unlimited

(no expiration)

   None    None    None    None       No

Sinclair Transferred Assets

(October 19, 2009)

   None    None    None    None    None       Yes

Tulsa Interconnecting Pipelines

(August 31, 2011)

   None       (August 31, 2021)    (August 31, 2016)          No

 

3 

The indemnities with respect to the Tulsa Transferred Assets are contained in Section 5 of the Tulsa Equipment and Throughput Agreement, dated August 1, 2009, between HollyFrontier Tulsa and HEP Tulsa, and such indemnities continue to apply notwithstanding the termination of such agreement. The right of first refusal granted to an Affiliate of HFC with respect to the Tulsa Transferred Assets is contained in the Purchase Option Agreement.

 

D-2


(a)

  

(b)

  

(c)

  

(d)

  

(e)

  

(f)

  

(g)

  

(h)

TRANSFERRED
ASSET AND
CLOSING DATE

  

HF SINCLAIR
ENVIRONMENTAL

(Expiration Date)

  

HEP
ENVIRONMENTAL

  

RIGHT-OF-WAY

  

ADDITIONAL
INDEMNITIES

  

OPERATIONAL

INDEMNITY

  

RIGHT OF

FIRST
REFUSAL

  

INCLUDES
TRANSFERRED
TANKS

Cheyenne Assets

(November 1, 2011)

  

$15,000,000

(The latter of (x) November 1, 2021 and (y) mechanical completion of the renewable diesel units at the Cheyenne Refinery)

   4    

(November 1, 2021)

  

(November 1, 2016)5

         Yes

El Dorado Assets

(November 1, 2011)

  

$15,000,000

(November 1, 2021)

   6    

(November 1, 2021)

  

(November 1, 2016)

         Yes

UNEV Pipeline

(July 12, 2012)

   None      

(July 12, 2022)

  

(July 12, 2017)

      None 7    No

El Dorado Refinery Assets

(November 1, 2015)

  

$15,000,000

(November 1, 2025)

     

(November 1, 2025)

  

(November 1, 2020)

         No

Osage Pipeline

(February 22, 2016)

   None    None    None    None    None    None 8    No

Tulsa West Crude Tank Assets

(11:59 p.m., March 31, 2016)

  

$5,000,000

(11:59 p.m., March 31, 2026)

      None   

(11:59 p.m., March 31, 2021)9

         No

Woods Cross Refinery Assets

October 1, 2016

  

$15,000,000

October 1, 2026

     

October 1, 2026

  

October 1, 2026

         No

North Loco Tanks

(December 8, 2017)

   None    None    None    None    None       No

 

4 

This indemnity with respect to the Cheyenne Assets excludes any Post-Closing Covered Environmental Losses relating to the RDU Assets from and after January 1, 2021. With respect to the RDU Assets only, the indemnification provisions of the Asset Lease will govern during the term thereof.

5 

Notwithstanding such expiration date with respect to the Cheyenne Assets generally, the indemnity provided for in Section 3.2(a)(vi)(G) with respect to the Demo Assets and the Released Assets shall expire on March 1, 2022.

6 

However, with respect to the El Dorado Repurchased Tanks, such indemnity is subject to the limitation set forth in Section 3.4(c).

7 

However, the right of first refusal includes the equity interests of HEP UNEV Holdings LLC, HEP UNEV Pipeline LLC and UNEV Pipeline, LLC then owned directly or indirectly by the HEP Entities.

8 

However, the right of first refusal includes the equity interests of El Dorado Osage and Osage then owned directly or indirectly by the HEP Entities; provided, however, the right of first refusal on the equity interests of Osage is subject to any rights of the other member(s) of Osage.

9 

Notwithstanding such expiration date, the indemnity provided for in Section 3.2(a)(vi)(F) applies only to the Tulsa West Crude Tank Assets and expired at 11:59 p.m. on March 31, 2017.

 

D-3


Part 2: Other Assets:

 

(a)

  

(b)

  

(c)

  

(d)

  

(e)

  

(f)

  

(g)

  

(h)

OTHER ASSET AND
CLOSING DATE

  

HF SINCLAIR
ENVIRONMENTAL

(Expiration Date)

  

HEP
ENVIRONMENTAL

  

RIGHT-OF-WAY

  

ADDITIONAL
INDEMNITIES

  

OPERATIONAL

INDEMNITY

  

RIGHT OF

FIRST
REFUSAL

  

INCLUDES
TRANSFERRED
TANKS

  

Indemnity from HF Sinclair to HEP for Pre-Closing Covered Environmental Losses under Section 3.2(a) / Aggregate cap on HF Sinclair environmental indemnity in Section 3.1(b)

(expiration date of indemnity)

   Indemnity from HEP to HF Sinclair for Post-Closing Covered Environmental Losses under Section 3.4(a)   

Right-of-Way Indemnity under Sections 3.2(a)(iii) and 3.2(a)(iv)

(expiration date of indemnity)

  

Additional Indemnities under Section 3.2(a)(vi)(A)

(expiration date of indemnity)1

   Additional Indemnities under Section 3.5    Right of First Refusal under Article V   

Malaga Pipeline System

(July 16, 2013, as amended by that certain Amended and Restated Transportation Services Agreement dated September 26, 2014)

   None 10       None    None          No

El Dorado New Tank (Tank 647)

(January 7, 2014)

   None      

(January 7, 2024)

   None          No

Artesia Rail Yard Facility

(November 1, 2014)

   None       None    None          No

El Dorado Terminal

(March 6, 2015)

   None       None    None          No

 

10 

However, Section 3.1(a) covers the 8” pipeline extending 50 miles from White City Station that was formerly used as a refined products pipeline that was conveyed to HEP as part of the 2004 Product Pipelines, Terminal and Related Assets.

 

D-4


(a)

  

(b)

  

(c)

  

(d)

  

(e)

  

(f)

  

(g)

  

(h)

OTHER ASSET AND
CLOSING DATE

  

HF SINCLAIR
ENVIRONMENTAL

(Expiration Date)

  

HEP
ENVIRONMENTAL

  

RIGHT-OF-WAY

  

ADDITIONAL
INDEMNITIES

  

OPERATIONAL

INDEMNITY

  

RIGHT OF

FIRST
REFUSAL

  

INCLUDES
TRANSFERRED
TANKS

Beeson to Lovington System Expansion (March 12, 2015)    None       None    None          No

Artesia Blending Facility

(March 12, 2015)

   None      

(March 12, 2025)

   None          No

Cheyenne New Tank (Tank 117)

(December 4, 2014)

   None      

(December 4, 2029)

  

(The indemnity in Section 3.2(a)(vi)(G) shall expire on March 1, 2022)

         No

Tulsa New Tanks

(Tanks 45 and 444A)

(May 1, 2016)

   None      

(May 1, 2026)

   None          No

El Dorado New Tank (Tank 651)

(September 12, 2016)

   None      

(September 12, 2026)

   None          No

SLC Pipeline

(October 31, 2017)

   None    None    None    None    None       No

Frontier Aspen Pipeline

(October 31, 2017)

   None    None    None    None    None       No

NWNAL Assets

(October 31, 2017)

   None    None    None    None    None       No

Tulsa Rail Yard Facility

(December 13, 2017)

   None       None    None          No

Catoosa Lubes Terminal

(June 1, 2018)

   None       None    None          No

Orla Truck Terminal

(the Orla Commencement Date)11

   None       None    None       12     No

Cushing Connect Pipeline

(the Cushing Connect Commencement Date)11

   None    None    None    None    None    None13    No
Navajo Tanks (the Navajo Tank Commencement Date)11    None       None    None          No
Sinclair Midstream Assets (March 14, 2022)    None       None    None       14     No

 

 

11 

As defined in the Master Throughput Agreement.

12 

HFC right of first refusal subject to the rights of ALON under the ALON Purchase Agreement.

13 

However, the right of first refusal includes the equity interests of Cushing Connect then owned directly or indirectly by the HEP Entities; provided, however, the right of first refusal on the equity interests of Cushing Connect is subject to any rights of the other member(s) of Cushing Connect.

14 

However, the right of first refusal includes the equity interests of Saddle Butte Pipeline III, LLC and Pioneer Investments Corp. then owned directly or indirectly by the HEP Entities; provided, however, the right of first refusal on such equity interests is subject to the rights of the other member(s) of Saddle Butte Pipeline III, LLC and Pioneer Investments Corp., as applicable.

 

D-5


Exhibit E

to

Twenty-Second Amended and Restated Omnibus Agreement

 

 

General and Administrative Services

 

  (1)

Executive services

 

  (2)

Finance, including treasury, and administration services

 

  (3)

Information technology services

 

  (4)

Internal audit services

 

  (5)

Legal services

 

  (6)

Corporate health, safety and environmental services

 

  (7)

Human resources services

 

  (8)

Procurement

 

  (9)

Corporate operations team services

 

  (10)

Corporate transportation (trucking) compliance services

 

E-1


Exhibit F

to

Twenty-Second Amended and Restated Omnibus Agreement

 

 

Temporary General and Administrative Services

 

  (1)

Accounting

 

  (2)

Corporate health, safety and environmental services for site specific assets.

 

  (3)

Any other general and administrative services currently provided to STC by Sinclair Oil and its subsidiaries that will not be provided by legacy employees of HF Sinclair or HEP.

 

F-1

Exhibit 10.3

SEVENTH AMENDED AND RESTATED MASTER LEASE AND ACCESS AGREEMENT

Effective as of March 14, 2022


TABLE OF CONTENTS

 

ARTICLE 1 DEFINITIONS AND INTERPRETATIONS

     1  

1.1

  Definitions      1  

1.2

  Interpretation      1  

1.3

  Independent Obligations      2  

1.4

  Prior Leases      2  

ARTICLE 2 DEMISE OF APPLICABLE PREMISES AND TERM

     2  

2.1

  Demise of Applicable Premises and Applicable Term      2  

2.2

  Access      2  

2.3

  Rent      3  

2.4

  Place of Payment      3  

2.5

  Net Lease      3  

ARTICLE 3 CONDUCT OF BUSINESS

     3  

3.1

  Use of Applicable Premises      3  

3.2

  Waste      4  

3.3

  Governmental Regulations      4  

3.4

  Permits      4  

3.5

  Utilities      7  

3.6

  Tank Inspection and Repairs      7  

3.7

  Tank Inspection and Maintenance Plan      7  

3.8

  Notice of Planned Shutdown      7  

3.9

  Tulsa West Crude Tank Assets      7  

ARTICLE 4 ALTERATIONS, ADDITIONS AND IMPROVEMENTS

     8  

4.1

  Additional Improvements      8  

4.2

  Quality; Compliance with Applicable Laws      9  

4.3

  Ownership      9  

4.4

  No Liens      9  

ARTICLE 5 MAINTENANCE OF APPLICABLE PREMISES

     9  

5.1

  Maintenance by Relevant Asset Owner      9  

5.2

  Operation      10  

5.3

  Surrender of Applicable Premises      10  

5.4

  Release of Hazardous Substances      10  

ARTICLE 6 TAXES, ASSESSMENTS

     10  

6.1

  Relevant Asset Owner’s Obligation to Pay      10  

6.2

  Manner of Payment      10  

ARTICLE 7 EMINENT DOMAIN; CASUALTY; INSURANCE

     11  

7.1

  Total Condemnation of Applicable Premises      11  

7.2

  Partial Condemnation      11  

7.3

  Damages and Right to Additional Property      11  

7.4

  Insurance      12  

 

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ARTICLE 8 ASSIGNMENT AND SUBLETTING

     12  

8.1

  Assignment and Subletting      12  

8.2

  Release of Assigning Party      13  

ARTICLE 9 DEFAULTS; REMEDIES; TERMINATION

     13  

9.1

  Default      13  

9.2

  Related Refinery Owner’s Remedies      13  

9.3

  Relevant Asset Owner’s Remedies      14  

ARTICLE 10 LIABILITY AND INDEMNIFICATION

     15  

10.1

  Limitation of Liability; Indemnity      15  

10.2

  Survival      15  

ARTICLE 11 OPTION

     15  

11.1

  Applicability of Option      15  

11.2

  Grant of Option      15  

11.3

  Determination of Fair Market Value      15  

11.4

  Cooperation      15  

11.5

  Survival      16  

ARTICLE 12 GENERAL PROVISIONS

     16  

12.1

  Estoppel Certificates      16  

12.2

  Notices      16  

12.3

  Severability      16  

12.4

  Time of Essence      16  

12.5

  Captions      16  

12.6

  Entire Agreement      17  

12.7

  Waivers      17  

12.8

  Incorporation by Reference      17  

12.9

  Binding Effect      17  

12.10

  Amendment      17  

12.11

  No Partnership      17  

12.12

  No Third Party Beneficiaries      17  

12.13

  Governing Law      17  

12.14

  Cooperation      17  

12.15

  Further Assurances      17  

12.16

  Waiver of the Related Refinery Owner’s Lien      18  

12.17

  Recording      18  

12.18

  Warranty of Peaceful Possession      18  

12.19

  Survival      18  

12.20

  AS IS, WHERE IS      18  

12.21

  Relocation of Pipelines; Amendment      18  

12.22

  Counterparts      19  

12.23

  Joinder by Affiliates of Parties      19  

 

ii


EXHIBITS

Exhibit A – Parties

Exhibit B – Master Lease and Access Agreement Amendments

Exhibit C - Definitions

Exhibit D – Interpretation

Applicable Assets:

 

Exhibit E    Applicable Term and Applicable Assets
Exhibit E-1    Applicable Assets: El Dorado Refinery Complex (for El Dorado Logistics)
Exhibit E-2    Applicable Assets: Cheyenne Refinery Complex
Exhibit E-3    Applicable Assets: Tulsa Refinery Complex
Exhibit E-4    Applicable Assets: Woods Cross Refinery Complex (excluding Woods Cross Pipeline Pad)
Exhibit E-5    Applicable Assets: Woods Cross Pipeline Pad
Exhibit E-6    Applicable Assets: Navajo Refinery Complex (excluding the Truck Rack, the Artesia Blending Station, the Artesia Pump and Receiving Stations and the LACT Units)
Exhibit E-7    Applicable Assets: Artesia Pump and Receiving Stations
Exhibit E-8    Applicable Assets: El Dorado Refinery Complex (for El Dorado Operating)
Exhibit E-9    Applicable Assets: Woods Cross Refinery Complex (for Woods Cross Operating)
Exhibit E-10    Applicable Assets: Navajo Refinery Complex (LACT Units)
Exhibit E-11    Applicable Assets: Casper Refinery Complex
Exhibit E-12    Applicable Assets: Sinclair Refinery Complex

Legal Descriptions:

 

Exhibit F    Description of Applicable Premises
Exhibit F-1    Legal Description for El Dorado Refinery Complex (for El Dorado Logistics)
Exhibit F-2    Legal Description for Cheyenne Refinery Complex
Exhibit F-3    Legal Description for Tulsa Refinery Complex
Exhibit F-4    Legal Description for Woods Cross Refinery Complex (excluding Woods Cross Pipeline Pad)
Exhibit F-5    Legal Description for Woods Cross Pipeline Pad
Exhibit F-6    Legal Description for Navajo Refinery Complex (excluding the Truck Rack, the Artesia Blending Station, the Artesia Pump and Receiving Stations and the LACT Units)
Exhibit F-7    Legal Description for Artesia Pump and Receiving Stations
Exhibit F-8 -    Legal Description for El Dorado Refinery Complex (for El Dorado Operating)
Exhibit F-9    Legal Description for Woods Cross Refinery Complex (for Woods Cross Operating)
Exhibit F-10    Legal Description for Navajo Refinery Complex (LACT Units)
Exhibit F-11    Legal Description for Casper Refinery Complex
Exhibit F-12    Legal Description for Sinclair Refinery Complex

 

 

iii


SEVENTH AMENDED AND RESTATED MASTER LEASE AND ACCESS AGREEMENT

This Seventh Amended and Restated Master Lease and Access Agreement (this “Lease”) is entered into on March 14, 2022 (the “Effective Date”) and effective as of 12:01 a.m. Central Time on the Effective Date (the “Effective Time”) by and between the Parties set forth on Exhibit A.

RECITALS:

A. Pursuant to certain transactions, each Relevant Asset Owner (other than STC) acquired its Applicable Assets located at the Refinery Complex from the Related Refinery Owner.

B. In connection with each such acquisition, each Related Refinery Owner and Relevant Asset Owner (except El Dorado Operating and Woods Cross Operating) entered into a Prior Lease pursuant to which the Related Refinery Owner leased to the Relevant Asset Owner real property at the Related Refinery Owner’s Refinery Complex on which all or a part of the Applicable Assets are located.

C. The Parties concurrently entered into an amended Master Site Services Agreement pursuant to which each Related Refinery Owner has agreed to provide certain services to the Relevant Asset Owner in connection with the Applicable Assets located at each Refinery Complex.

D. Each Related Refinery Owner (except Sinclair Refining and Casper Refining) and each Relevant Asset Owner (except El Dorado Operating, Woods Cross Operating and STC) entered into the Original Master Lease and Access Agreement which amended and restated in its entirety their respective Prior Leases (other than the Tulsa License), if any, from and after January 1, 2015, all in accordance with the terms and conditions set forth in the Original Master Lease and Access Agreement.

E. The Original Master Lease and Access Agreement has been further amended and restated as set forth on Exhibit B, resulting in the Sixth Amended and Restated Master Lease and Access Agreement identified on Exhibit B.

F. The Parties now desire to amend and restate the Sixth Amended and Restated Master Lease and Access Agreement, as so amended, in its entirety in accordance with the terms and conditions set forth herein to add STC as a Relevant Asset Owner and Sinclair Refining and Casper Refining each as a Related Refinery Owner.

NOW, THEREFORE, for and in consideration of the Applicable Premises and the covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby amend and restate the Sixth Amended and Restated Master Lease and Access Agreement, as amended, in its entirety as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATIONS

1.1 Definitions. Capitalized terms used throughout this Lease and not otherwise defined herein has the meanings set forth on Exhibit C.

1.2 Interpretation. Matters relating to the interpretation of this Agreement are set forth on Exhibit D.

 

1


1.3 Independent Obligations. The Parties hereby acknowledge and agree that (a) the obligations of each Relevant Asset Owner and each Related Refinery Owner are independent of any obligation of any other Relevant Asset Owner and Related Refinery Owner, respectively, (b) the Parties shall look solely to their counterparty (as identified on Exhibit A) for fulfillment of their respective obligations under this Agreement; and (c) no Relevant Asset Owner or Related Refinery Owner shall be obligated to fulfill any of the obligations of any other Relevant Asset Owner or Related Refinery Owner, respectively, and shall have no liability for such obligations.

1.4 Prior Leases. The Original Master Lease and Access Agreement, and each subsequent amendment identified on Exhibit B, amended and restated each Prior Lease (other than the Tulsa License) in its entirety from and after January 1, 2015 through the “Effective Time” identified in the documents identified on Exhibit B. It is the Parties’ intent that the terms and provisions of this Lease shall be effective and govern from and after the Effective Time hereof. Any matter first arising prior to January 1, 2015 (or, solely with respect to the Tulsa Rail and Truck Racks, January 1, 2021) shall be governed by the respective Prior Lease related thereto, if any.

ARTICLE 2

DEMISE OF APPLICABLE PREMISES AND TERM

2.1 Demise of Applicable Premises and Applicable Term.

2.1.1 Demise of Applicable Premises. In consideration of the rents, covenants, and agreements set forth herein and subject to the terms and conditions hereof, each Related Refinery Owner hereby leases to the Relevant Asset Owner and each Relevant Asset Owner hereby leases from the Related Refinery Owner, the Applicable Premises for the Applicable Term; provided, however, the Relevant Asset Owner may terminate this Lease (with respect to itself only) at the end of the Applicable Term or by delivering written notice to the Related Refinery Owner, on or before 180 days prior to the end of the Applicable Term, that the Relevant Asset Owner has elected to terminate this Lease (with respect to itself only).

2.1.2 Early Termination by the Relevant Asset Owner. At the Relevant Asset Owner’s option, such Relevant Asset Owner may terminate this Lease (with respect to itself only), by providing written notice to the Related Refinery Owner on or before 180 days prior to the desired termination date if the Relevant Asset Owner ceases to operate the Applicable Assets at the Applicable Premises or ceases its business operations. In the event of such termination pursuant to this Section 2.1.2, such Related Refinery Owner shall retain the remaining Rent for the then current 12-month rental period as set forth in Section 2.3 as its sole and exclusive remedy for such early termination and shall refund to the Relevant Asset Owner any Rent relating to any period after such 12-month period.

2.2 Access.

2.2.1 Access. Each Related Refinery Owner hereby grants to the Relevant Asset Owner and its Affiliates, agents, employees and contractors (collectively, the “Relevant Asset Owner Parties”) free of charge, non-exclusive right of access to and use of those portions of such Related Refinery Owner’s Refinery Complex that are reasonably necessary for access to and/or the operation of the Applicable Assets by the Relevant Asset Owner as a stand-alone enterprise (the “Shared Access Facilities”), all so long as such access and use by any of the Relevant Asset Owner Parties does not unreasonably interfere in any material respect with the Related Refinery Owner’s operations at the Refinery Complex and complies with the Related Refinery Owner’s rules, norms and procedures governing safety and security at the Refinery Complex. For the avoidance of doubt, with respect to the Applicable Premises at the Tulsa Refinery Complex, the access rights granted to HEP Tulsa pursuant to this Section 2.2.1 shall include a non-exclusive rail line license to use the rail lines owned by HollyFrontier Tulsa situated on the Applicable Premises at the Tulsa Refinery Complex to the extent necessary for access to and/or the operation of the Tulsa Rail and Truck Racks, which license shall be subject to all of the terms and conditions of this Lease, including this Section 2.2. The provisions of this Section 2.2.1 relate only to access and use of the Shared Access Facilities, and the Master Site Services Agreement shall cover all services that are to be provided by the Related Refinery Owner under the terms of the Master Site Services Agreement.

 

2


2.2.2 Retained Rights. Each Related Refinery Owner hereby retains for itself and its Affiliates, agents, employees and contractors (collectively, the “Related Refinery Owners Parties”), the right of access to the Applicable Premises and the Applicable Assets located at the Refinery Complex of such Related Refinery Owner:

(a) to determine whether the conditions and covenants contained in this Lease are being kept and performed,

(b) to comply with Environmental Laws, and

(c) to inspect, maintain, repair, improve and operate the Service Assets and the Shared Access Facilities and any assets of such Related Refinery Owner located on such Applicable Premises or to install or construct any structures or equipment necessary for the maintenance, operation or improvement of any such assets or the installation, construction or maintenance of any Connection Facilities,

in each case, so long as such access by the Related Refinery Owner’s Parties does not unreasonably interfere in any material respect with the Relevant Asset Owner’s operations on the Applicable Premises and complies with such Relevant Asset Owner’s rules, norms and procedures governing safety and security at the Applicable Premises.

2.3 Rent. As rental for the Applicable Premises during the Applicable Term, each Relevant Asset Owner agrees to pay to the applicable Related Refinery Owner for each 12-month period of the Applicable Term One Hundred and 00/100 Dollars ($100.00) (the “Rent”) on or before the 1st day of each 12-month period, the first such payment being due within 30 days of the Commencement Date of the Applicable Term.

2.4 Place of Payment. All Rent and other fees due and payable to the Related Refinery Owner hereunder shall be payable at the Related Refinery Owner’s address set forth the Omnibus Agreement.

2.5 Net Lease. Except as otherwise expressly provided herein and in the Ancillary Agreements, this is a net lease and the Related Refinery Owner shall not at any time be required to pay any costs associated with the maintenance, repair, alteration or improvement of the Applicable Premises or to provide any services or do any act or thing with respect to the Applicable Premises or any part thereof or any appurtenances thereto. The Rent reserved herein shall be paid without any claim on the part of the Relevant Asset Owner for diminution, setoff or abatement and nothing shall suspend, abate or reduce any Rent to be paid hereunder, except as expressly provided herein.

ARTICLE 3

CONDUCT OF BUSINESS

3.1 Use of Applicable Premises. Each Relevant Asset Owner shall have the right to use the Applicable Premises:

(a) for the purpose of owning, operating, maintaining, repairing, replacing, improving, and expanding the Applicable Assets and the Additional Improvements as permitted herein, and

 

3


(b) for any other lawful purpose associated with the operation and ownership of the Applicable Assets and the Additional Improvements.

3.2 Waste. Subject to the obligations of the Related Refinery Owner under the Ancillary Agreements, the Relevant Asset Owner shall not commit, or suffer to be committed, any waste to the Applicable Premises, ordinary wear and tear or casualty excepted.

3.3 Governmental Regulations.

3.3.1 Compliance with Governmental Requirements. Subject to the obligations of the Related Refinery Owner to the Relevant Asset Owner under this Lease and the Ancillary Agreements including the indemnity provisions contained in the Omnibus Agreement, the Relevant Asset Owner shall, at the Relevant Asset Owner’s sole cost and expense, at all times:

(a) comply with all applicable requirements (including requirements under Environmental Laws) of all Governmental Authorities now in force, or which may hereafter be in force, pertaining to the Applicable Premises, and

(b) faithfully observe all Applicable Laws now in force or which may hereafter be in force pertaining to the Applicable Premises or the use, maintenance or operation thereof.

3.3.2 Notices. Each Relevant Asset Owner shall give prompt written notice to the Related Refinery Owner of such Relevant Asset Owner’s receipt from time to time of any notice of non-compliance, order or other directive from any court or other Governmental Authority under Applicable Laws, including Environmental Laws, relating to the Applicable Premises.

3.3.3 Right to Remedy. If a Related Refinery Owner reasonably believes at any time that a Relevant Asset Owner is not complying with all Applicable Laws (including requirements under Environmental Laws) with respect to the Applicable Assets and Additional Improvements, it will provide reasonable notice to the Relevant Asset Owner of such condition. If such Relevant Asset Owner fails to take appropriate action to cause such assets to comply with Applicable Laws or take other actions required under Applicable Laws within 30 days of the Related Refinery Owner’s reasonable notice, the Related Refinery Owner may, without further notice to such Relevant Asset Owner, take such actions for such Relevant Asset Owner’s account. Within 30 days following the date the Related Refinery Owner delivers to such Relevant Asset Owner evidence of payment for those actions by the Related Refinery Owner reasonably necessary to cause the Applicable Assets and Additional Improvements to achieve compliance with Applicable Laws because of such Relevant Asset Owner’s failure to do so, the Relevant Asset Owner shall reimburse the Related Refinery Owner all amounts paid by the Related Refinery Owner on such Relevant Asset Owner’s behalf.

3.4 Permits.

3.4.1 Environmental Permits. Notwithstanding the Relevant Asset Owner’s obligation to maintain and operate the Applicable Assets and Additional Improvements and comply with Applicable Laws, the Related Refinery Owner and the Relevant Asset Owner acknowledge that the Related Refinery Owner may, as required by any applicable Governmental Authorities, maintain Environmental Permits under the federal Clean Air Act or similar state statutes in its name. Consequently and also for the ease of administration, the Related Refinery Owner may maintain in its name such air quality Environmental Permits and other authorizations applicable to all, or part of, the Applicable Assets and Additional Improvements and may be responsible for making any reports or other notifications to Governmental Authorities pursuant to such Permits or Applicable Laws; provided that upon the Related Refinery Owner’s

 

4


written request the Relevant Asset Owner shall apply for, use commercially reasonable efforts to obtain and, if obtained, maintain any such Environmental Permits in its name, at such Relevant Asset Owner’s sole cost and expense. Except as provided in the preceding sentence, nothing in this Lease shall reduce the Relevant Asset Owner’s obligations under Applicable Laws with respect to the Applicable Assets and Additional Improvements.

3.4.2 Violation of Environmental Permits. If the Related Refinery Owner or one of such Related Refinery Owner’s Affiliates receives a notice of violation or enforcement action from a Governmental Agency, including the U.S. Environmental Protection Agency or a similar state agency alleging non-compliance with such Environmental Permits, and such non-compliance relates to the Applicable Assets, then the Relevant Asset Owner (and not the Related Refinery Owner or its Affiliates), will be responsible for promptly responding to any such notice of violation or enforcement action. The Related Refinery Owner shall have the right, but not the duty, to be fully informed and to participate in the prosecution and/or settlement of any notice of violation or enforcement action relating to such Applicable Assets.

3.4.3 Cheyenne RCRA Permit. HollyFrontier Cheyenne will retain responsibility for complying with the terms of the Cheyenne RCRA Permit, including all obligations that apply or relate to the Applicable Assets located at the Cheyenne Refinery Complex. Cheyenne Logistics will and will cause its Affiliates to cooperate with and support HollyFrontier Cheyenne and its Affiliates (including CRDC) in satisfying any applicable compliance and reporting obligations under the Cheyenne RCRA Permit or Environmental Permits as they relate to the Cheyenne Assets and does hereby authorize HollyFrontier Cheyenne to submit all reports, certifications and other compliance related submissions on its behalf in satisfaction of such compliance and reporting obligations. Cheyenne Logistics confirms that it has received a copy of the Cheyenne RCRA Permit. If, as a result of future circumstances or construction, it becomes necessary for HollyFrontier Cheyenne or Cheyenne Logistics (or their respective Affiliates) to obtain additional Environmental Permit(s) that relate to assets that will be located at the Cheyenne Refinery Complex but owned by Cheyenne Logistics or its Affiliates, such Environmental Permit(s) shall be held by or in the name of HollyFrontier Cheyenne or its Affiliates and shall be subject to the provisions of this Section 3.4.3 to the same extent as if the assets to which such Environmental Permit(s) relate were originally included in the Applicable Assets at the Cheyenne Refinery Complex.

3.4.4 El Dorado RCRA Order. HollyFrontier El Dorado will retain responsibility for complying with the terms of the El Dorado RCRA Order, including all obligations that apply or relate to the El Dorado Assets. El Dorado Logistics will and will cause its Affiliates to cooperate with and support HollyFrontier El Dorado and its Affiliates in satisfying any applicable compliance and reporting obligations under the El Dorado RCRA Order or other Environmental Permits as they relate to the Applicable Assets located at the El Dorado Refinery Complex and does hereby authorize HollyFrontier El Dorado to submit all reports, certifications and other compliance related submissions on its behalf in satisfaction of such compliance and reporting obligations. El Dorado Logistics confirms that it has received a copy of the El Dorado RCRA Order. If, as a result of future circumstances or construction, it becomes necessary for HollyFrontier El Dorado or El Dorado Logistics (or their Affiliates) to obtain additional Environmental Permit(s) that relate to assets that will be located at the El Dorado Refinery Complex but owned by El Dorado Logistics or its Affiliates, such Environmental Permit(s) shall be held by or in the name of HollyFrontier El Dorado or its Affiliates and shall be subject to the provisions of this Section 3.4.4 to the same extent as if the assets to which such Environmental Permit(s) relate were originally included in the Applicable Assets at the El Dorado Refinery Complex.

 

5


3.4.5 Tulsa RCRA Permits. HollyFrontier Tulsa will retain responsibility for complying with the terms of the Tulsa RCRA Permits, including all obligations that apply or relate to the Applicable Assets located at the Tulsa Refinery Complex. HEP Tulsa will and will cause its Affiliates to cooperate with and support HollyFrontier Tulsa and its Affiliates in satisfying any applicable compliance and reporting obligations under the Tulsa RCRA Permits and other Environmental Permits as they relate to the Applicable Assets at the Tulsa Refinery Complex and does hereby authorize HollyFrontier Tulsa to submit all reports, certifications and other compliance related submissions on its behalf in satisfaction of such compliance and reporting obligations. HEP Tulsa confirms that it has received copies of the Tulsa RCRA Permits. If, as a result of future circumstances or construction, it becomes necessary for HollyFrontier Tulsa or HEP Tulsa (or their respective Affiliates) to obtain additional Environmental Permit(s) that relate to assets that will be located at the Tulsa Refinery Complex but owned by HEP Tulsa or its Affiliates, such Environmental Permit(s) shall be held by or in the name of HollyFrontier Tulsa or its Affiliates and shall be subject to the provisions of this Section 3.4.5 to the same extent as if the assets to which such Environmental Permit(s) relate were originally included in the Applicable Assets at the Tulsa Refinery Complex.

3.4.6 Navajo RCRA Permit. HollyFrontier Navajo will retain responsibility for complying with the terms of the Navajo RCRA Permit, including all obligations that apply or relate to the Applicable Assets located at the Navajo Refinery Complex. HEP Pipeline will and will cause its Affiliates to cooperate with and support HollyFrontier Navajo and its Affiliates in satisfying any applicable compliance and reporting obligations under the Navajo RCRA Permit and other Environmental Permits as they relate to the Applicable Assets located at the Navajo Refinery Complex and does hereby authorize HollyFrontier Navajo to submit all reports, certifications and other compliance related submissions on its behalf in satisfaction of such compliance and reporting obligations. HEP Pipeline confirms that it has received a copy of the Navajo RCRA Permit. If, as a result of future circumstances or construction, it becomes necessary for HollyFrontier Navajo or HEP Pipeline (or their respective Affiliates) to obtain additional Environmental Permit(s) that relate to assets that will be located at the Navajo Refinery Complex but owned by HEP Pipeline or its Affiliates, such Environmental Permit(s) shall be held by or in the name of HollyFrontier Navajo or its Affiliates and shall be subject to the provisions of this Section 3.4.6 to the same extent as if the assets to which such Environmental Permit(s) relate were originally included in the Applicable Assets at the Navajo Refinery Complex.

3.4.7 Casper RCRA Permit. Casper Refining will retain responsibility for complying with the terms of the Casper RCRA Permit, including all obligations that apply or relate to the Applicable Assets located at the Casper Refinery Complex. STC will and will cause its Affiliates to cooperate with and support Casper Refining and its Affiliates in satisfying any applicable compliance and reporting obligations under the Casper RCRA Permit and other Environmental Permits as they relate to the Applicable Assets located at the Casper Refinery Complex and does hereby authorize Casper Refining to submit all reports, certifications and other compliance related submissions on its behalf in satisfaction of such compliance and reporting obligations. STC confirms that it has received a copy of the Casper RCRA Permit.

3.4.8 Sinclair RCRA Permit. Sinclair Refining will retain responsibility for complying with the terms of the Sinclair RCRA Permit, including all obligations that apply or relate to the Applicable Assets located at the Sinclair Refinery Complex. STC will and will cause its Affiliates to cooperate with and support Sinclair Refining and its Affiliates in satisfying any applicable compliance and reporting obligations under the Sinclair RCRA Permit and other Environmental Permits as they relate to the Applicable Assets located at the Sinclair Refinery Complex and does hereby authorize Sinclair Refining to submit all reports, certifications and other compliance related submissions on its behalf in satisfaction of such compliance and reporting obligations. STC confirms that it has received a copy of the Sinclair RCRA Permit.

 

6


3.4.9 Indemnification. The Parties acknowledge that any costs, penalties, fines or losses associated with responses to any notices of violation from the Environmental Protection Agency or a state agency under any such Environmental Permits (including the Cheyenne RCRA Permit, the El Dorado RCRA Order, the Tulsa RCRA Permits, the Navajo RCRA Permit, the Casper RCRA Permit and the Sinclair RCRA Permit) may be the subject of indemnification under the Omnibus Agreement, and nothing in this Section 3.4.7 shall be deemed to change, amend or expand the Parties’ obligations under such Omnibus Agreement provisions (other than with regard to the obligation to respond to such notice of violation or enforcement).

3.5 Utilities. The Related Refinery Owner may, at its election, provide any utilities (electricity, natural gas, water, steam, etc.) necessary for the Relevant Asset Owner’s operation of the Applicable Assets in accordance with the provisions of the Master Site Services Agreement. Any other necessary utilities shall be provided by and at the sole expense of the Relevant Asset Owner

3.6 Tank Inspection and Repairs. Each Related Refinery Owner will reimburse the Relevant Asset Owner for the cost of performing the first API 653 inspection on each of the tanks included in the Applicable Assets (other than the tanks included in the Malaga Pipeline System) and any repairs or tests or consequential remediation that may be required to be made to such tanks as a result of any discovery made during such inspection; provided, however, that if a tank is two (2) years old or less or has been inspected and repaired during the last twelve months prior to the applicable Commencement Date, then the Relevant Asset Owner will bear the cost of any API 653 inspection and any required repair, testing or consequential remediation of such tank. In addition, the Relevant Asset Owner will be responsible for the costs of painting any tanks included in the Applicable Assets that require it.

3.7 Tank Inspection and Maintenance Plan. On an annual basis, the Relevant Asset Owner shall prepare and submit to the Related Refinery Owner a tank inspection and maintenance plan (which shall include an inspection plan, a cleaning plan, a decommissioning plan (if applicable), a waste disposal plan, details regarding scheduling, responsibility for permits and a budget) for the tankage included in the Applicable Assets (each, an “Annual Plan”). Each Relevant Asset Owner will use commercially reasonable efforts to submit its Annual Plan at least 30 days prior to the beginning of the calendar year covered by the Annual Plan. If the Related Refinery Owner consents to the submitted plan (which consent shall not be unreasonably withheld, conditioned or delayed), then the Relevant Asset Owner shall conduct tank maintenance in conformity with such approved Annual Plan (other than any deviations or changes from such plan to which the Related Refinery Owner consents (which consent shall not be unreasonably withheld, conditioned or delayed)). The Relevant Asset Owner will consider in good faith any comments or suggestions from the Related Refinery Owner to the Annual Plan or any deviations or changes to such Annual Plan as the Relevant Asset Owner shall request. Each Relevant Asset Owner will use its commercially reasonable efforts to schedule the activities under such Annual Plan to minimize disruptions to the operations of the Related Refinery Owner at the Refinery Complex.

3.8 Notice of Planned Shutdown. Each Related Refinery Owner shall deliver to the Relevant Asset Owner at least six months advance written notice of any planned shut down or reconfiguration (excluding planned maintenance turnarounds) of the Refinery Complex or any portion of the Refinery Complex of which the Related Refinery Owner has advance notice that would reduce the output of the Refinery Complex. Each Related Refinery Owner will use its commercially reasonable efforts to mitigate any reduction in revenues or throughput obligations under the Master Throughput Agreement or Master Tolling Agreements, as applicable, that would result from such a shut down or reconfiguration.

3.9 Tulsa West Crude Tank Assets.

(a) HollyFrontier Tulsa hereby represents and warrants to HEP Tulsa that as of March 31, 2016, to HollyFrontier Tulsa’s knowledge, the Tulsa West Crude Tank Assets are in good operating condition and repair (normal wear and tear excepted), are free from material defects (patent and latent), are suitable for the purposes for which they are currently used, and are not in need of material maintenance or repair except for ordinary routine maintenance and repair. For the purposes of this Section 3.9(a), the phrase “to HollyFrontier Tulsa’s knowledge” means actual knowledge after reasonable inquiry of James M. Stump.

 

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(b) HEP Tulsa acknowledges and agrees that HEP Tulsa’s sole and exclusive remedy with respect to any breach of the representation and warranty set forth in Section 3.9(a) shall be the indemnity provided for in Section 3.2(a)(vi)(F) of the Omnibus Agreement.

(c) EXCEPT FOR THE REPRESENTATION AND WARRANTY SET FORTH IN SECTION 3.9(a), HOLLYFRONTIER TULSA AND HEP TULSA ACKNOWLEDGE AND AGREE THAT NEITHER OF THEM HAS MADE, DOES MAKE, AND THEY SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATION, WARRANTY, PROMISE, COVENANT, AGREEMENT OR GUARANTY OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (I) THE VALUE, NATURE, QUALITY OR CONDITION OF THE TULSA WEST CRUDE TANK ASSETS, INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE TULSA WEST CRUDE TANK ASSETS GENERALLY, INCLUDING THE PRESENCE OF LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS IN THE TULSA WEST CRUDE TANK ASSETS AND THE LAND ON WHICH THE TULSA WEST CRUDE TANK ASSETS ARE SITUATED, (II) THE INCOME TO BE DERIVED FROM THE TULSA WEST CRUDE TANK ASSETS, (III) THE SUITABILITY OF THE TULSA WEST CRUDE TANK ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON, (IV) THE COMPLIANCE OF OR BY THE ASSETS OR THEIR OPERATION WITH ANY APPLICABLE LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (V) THE MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE TULSA WEST CRUDE TANK ASSETS. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR THE OMNIBUS AGREEMENT, NEITHER HOLLYFRONTIER TULSA NOR HEP TULSA IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE TULSA WEST CRUDE TANK ASSETS FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THE PROVISIONS OF THIS SECTION 3.9 HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE TULSA WEST CRUDE TANK ASSETS THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS SET FORTH IN THIS AGREEMENT OR THE OMNIBUS AGREEMENT.

ARTICLE 4

ALTERATIONS, ADDITIONS AND IMPROVEMENTS

4.1 Additional Improvements. Subject to the provisions of this Article 4, each Relevant Asset Owner may make any alterations, additions, improvements or other changes to the Applicable Premises, and the Applicable Assets, and may request that the Related Refinery Owner make any alterations, additions, improvements or other changes to the Shared Access Facilities, as may be necessary or useful in connection with the operation of the Applicable Assets (collectively, the “Additional Improvements”). If such Additional Improvements require alterations, additions or improvements to the Applicable Premises or any of the Shared Access Facilities, the Relevant Asset Owner shall notify the Related Refinery Owner in writing in advance and the parties shall:

(a) negotiate in good faith any increase to the fees paid by the Relevant Asset Owner under the Master Site Services Agreement;

 

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(b) provide for reimbursement of any material increase in cost (if any) to the Related Refinery Owner under the Master Site Services Agreement that results from any modifications to the Applicable Premises or the Shared Access Facilities necessary to accommodate the Additional Improvements; or

(c) proceed in such manner as otherwise mutually agreed by the Parties.

4.2 Quality; Compliance with Applicable Laws. Any alteration, addition, improvement or other change to the Applicable Assets or Additional Improvements (and, if agreed by the Relevant Asset Owner and the Related Refinery Owner, to the Applicable Premises and Shared Access Facilities) by the Relevant Asset Owner shall be made in a good and workmanlike manner and in accordance with all Applicable Laws.

4.3 Ownership. The Applicable Assets and all Additional Improvements shall remain the property of the Relevant Asset Owner and shall be removed by the Relevant Asset Owner within one year after termination of this Lease as to the Applicable Premises (provided that such can be removed by the Relevant Asset Owner without unreasonable damage or harm to the Applicable Premises or Refinery Complex) or, at the Relevant Asset Owner’s option exercisable by notice to the Related Refinery Owner, surrendered to the Related Refinery Owner upon the termination of this Lease.

4.4 No Liens. No Relevant Asset Owner shall have the right or power to create or permit any lien of any kind or character on the Applicable Premises or Refinery Complex by reason of repair or construction or other work. Unless otherwise agreed in writing by the Relevant Asset Owner and the Related Refinery Owner, in the event any such lien is filed against the Applicable Premises or Refinery Complex, the Relevant Asset Owner shall cause such lien to be discharged or bonded within 30 days of the date of filing thereof.

ARTICLE 5

MAINTENANCE OF APPLICABLE PREMISES

5.1 Maintenance by the Relevant Asset Owner. Except as otherwise expressly provided in this Article 5 and in Article 7 or elsewhere in this Lease and subject to the obligations of the Related Refinery Owner and the Relevant Asset Owner under the Ancillary Agreements, including any indemnity provisions contained in the Omnibus Agreement, the Relevant Asset Owner shall at its sole cost, risk and expense at all times keep the Applicable Premises and the Applicable Assets and Additional Improvements in good order and repair and in compliance with all Applicable Laws and make all necessary repairs thereto, structural and nonstructural, ordinary and extraordinary, and unforeseen and foreseen. For the avoidance of doubt, the Related Refinery Owner shall maintain, at its sole cost, risk and expense, any dikes, including those dikes surrounding tanks owned by the Relevant Asset Owner and whether or not the entire dike is located on the Applicable Premises, and any roads located on the Applicable Premises. As used in this Article 5, the term “repairs” shall include all necessary replacements, renewal, alterations and additions. All repairs made by the Relevant Asset Owner shall be made in accordance with normal and customary practices in the industry, in a good and workmanlike manner, and in accordance with all Applicable Laws. The Relevant Asset Owner shall be responsible at its sole cost and expense for the proper handling, removal and disposal of all materials, debris, waste and Hazardous Substances generated or resulting from such repair and maintenance activities, all in accordance with Applicable Laws.

 

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5.2 Operation. Subject to the obligations of the Related Refinery Owner and the Relevant Asset Owner in this Lease and under the Ancillary Agreements, including any indemnity provisions contained in the Omnibus Agreement, the Relevant Asset Owner covenants and agrees to operate the Applicable Assets and Additional Improvements in accordance with normal and customary practices in the industry and all Applicable Laws now in force, or which may hereafter be in force.

5.3 Surrender of Applicable Premises. The Relevant Asset Owner shall at the expiration of the Applicable Term or at any earlier termination of this Lease as to the Applicable Assets, surrender the Applicable Premises to the Related Refinery Owner in as good condition as it received the same, ordinary wear and tear and limitations permitted by Article 7 excepted and in accordance with the provisions of Article 4.

5.4 Release of Hazardous Substances. The Relevant Asset Owner shall give prompt notice to the Related Refinery Owner of any release of any Hazardous Substances on or at the Applicable Premises or Shared Access Facilities that occur during the Applicable Term. The Relevant Asset Owner shall immediately take all steps necessary to contain or remediate (or both) any such release (at its own cost) and provide any governmental notifications required by Applicable Law. If the Related Refinery Owner believes at any time that the Relevant Asset Owner is failing to contain or remediate in compliance with all Applicable Laws (including Environmental Laws) any release arising from the Relevant Asset Owner’s operation of the Applicable Assets or Additional Improvements or the Relevant Asset Owner’s failure to comply with its obligations pursuant to this Lease, the Related Refinery Owner will provide reasonable notice to the Relevant Asset Owner of such failure. If the Relevant Asset Owner fails to take appropriate action to contain or remediate such a release or take other actions required under Applicable Laws or this Lease within 30 days of the Related Refinery Owner’s reasonable notice, the Related Refinery Owner may, without further notice to the Relevant Asset Owner, take such actions for the Relevant Asset Owner’s account. Within 30 days following the date the Related Refinery Owner delivers to the Relevant Asset Owner evidence of payment for those actions by the Related Refinery Owner reasonably necessary to contain or remediate a release or otherwise achieve compliance with Applicable Laws or this Lease because of the Relevant Asset Owner’s failure to do so, the Relevant Asset Owner shall reimburse the Related Refinery Owner all amounts paid by the Related Refinery Owner on the Relevant Asset Owner’s behalf.

ARTICLE 6

TAXES, ASSESSMENTS

6.1 Relevant Asset Owners Obligation to Pay. The Relevant Asset Owner shall pay during the Applicable Term all Taxes assessed against the Applicable Premises, or improvements situated thereon, including the Applicable Assets and all Additional Improvements (including those Additional Improvements situated on the Shared Access Facilities but excluding any Shared Access Facilities and any Service Assets) (for purposes of this Article 6, collectively, the “Taxable Assets”) during the Applicable Term that are payable to any Governmental Authority assessed against or with respect to the Applicable Premises or the use or operation thereof during the Applicable Term. In the event that the Relevant Asset Owner fails to pay its share of such Taxes in accordance with the provisions of this Article 6 prior to the time the same become delinquent, the Related Refinery Owner may pay the same and the Relevant Asset Owner shall reimburse the Related Refinery Owner all amounts paid by the Related Refinery Owner on the Relevant Asset Owner’s behalf within 30 days following the date the Related Refinery Owner delivers to the Relevant Asset Owner evidence of such payment.

6.2 Manner of Payment. Upon notice by the Relevant Asset Owner to the Related Refinery Owner, the Related Refinery Owner and the Relevant Asset Owner shall use commercially reasonable efforts to cause the Taxable Assets to be separately assessed for purposes of Taxes as soon as reasonably practicable following the Commencement Date (to the extent allowed by Applicable Law). During the

 

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Applicable Term but subject to the provisions of this Section 6.2, the Relevant Asset Owner shall pay all Taxes assessed directly against the Taxable Assets directly to the applicable taxing authority prior to delinquency and shall promptly thereafter provide the Related Refinery Owner with evidence of such payment. Until such time as the Related Refinery Owner and the Relevant Asset Owner can cause the Taxable Assets to be separately assessed as provided above, the Relevant Asset Owner shall reimburse the Related Refinery Owner, upon request, for any such Taxes paid by the Related Refinery Owner to the applicable taxing authorities (such reimbursement to be based upon the mutual agreement of the Related Refinery Owner and the Relevant Asset Owner as to the portion of such Taxes attributable to the Taxable Assets), subject to the terms of this Section 6.2. The certificate issued or given by the appropriate officials authorized or designated by law to issue or give the same or to receive payment of such Taxes shall be prima facie evidence of the existence, payment, nonpayment and amount of such Taxes. The Relevant Asset Owner may contest the validity or amount of any such Taxes or the valuation of the Taxable Assets (to the extent any of them may be separately issued), at the Relevant Asset Owner’s sole cost and expense, by appropriate proceedings, diligently conducted in good faith in accordance with Applicable Law. If the Relevant Asset Owner contests such items then the Related Refinery Owner shall cooperate with the Relevant Asset Owner in any such contesting of the validity or amount of any such Taxes or the valuation of the Taxable Assets. Taxes for the first and last years of the Applicable Term shall be prorated between the Related Refinery Owner and the Relevant Asset Owner based on the portions of such years that are coincident with the applicable tax years and for which each of them is responsible.

ARTICLE 7

EMINENT DOMAIN; CASUALTY; INSURANCE

7.1 Total Condemnation of Applicable Premises. If the whole of the Applicable Premises is acquired or condemned by eminent domain for any public or quasi-public use or purpose, then this Lease shall terminate with respect to such Applicable Premises as of the date title vests in any public agency. All rentals and other charges owing hereunder shall be prorated as of such date.

7.2 Partial Condemnation. If only a portion of the Applicable Premises is acquired or condemned by eminent domain for any public or quasi-public use or purpose, and if in the Relevant Asset Owner’s reasonable opinion such partial taking or condemnation renders the Applicable Premises unsuitable for the business of the Relevant Asset Owner, then this Lease shall terminate with respect to such Applicable Premises at the Relevant Asset Owner’s election as of the date title vests in any public agency, provided the Relevant Asset Owner delivers to the Related Refinery Owner written notice of such election to terminate within 60 days following the date title vests in such public agency. In the event of such termination, all rentals and other charges owing hereunder with respect to such Applicable Premises shall be prorated as of such effective date of termination.

7.3 Condemnation Award and Damages. The Related Refinery Owner shall be entitled to any award and all damages payable as a result of any condemnation or taking of the fee title of the Applicable Premises. The Relevant Asset Owner shall have the right to claim and recover from the condemning authority, but not from the Related Refinery Owner, such compensation as may be separately awarded or recoverable by the Relevant Asset Owner in the Relevant Asset Owner’s own right on account of any and all damage to the Applicable Assets, the Additional Improvements and/or the Relevant Asset Owner’s business by reason of the condemnation, including loss of value of any unexpired portion of the Applicable Term, and for or on account of any cost or loss to which the Relevant Asset Owner might be put in removing the Relevant Asset Owner’s personal property, fixtures, leasehold improvements and equipment, including the Applicable Assets and the Additional Improvements, from the Applicable Premises use good faith efforts to resolve such infeasibility.

 

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7.4 Restoration of Applicable Premises. If the Applicable Assets and/or Additional Improvements are partially damaged by any casualty insured against under any insurance policy maintained by the Related Refinery Owner (a “Casualty Event”) or damaged by reason of a condemnation proceeding, the net amount that may be awarded or tendered to the Related Refinery Owner in such condemnation proceedings or realized from any applicable insurance policy in the event of a Casualty Event (less all legal and other expenses incurred by the Related Refinery Owner in connection therewith) shall (as long as the Relevant Asset Owner is not then in default hereunder) be used to pay for any repair, replacement or restoration by the Relevant Asset Owner of the Applicable Assets, the Additional Improvements and/or the remainder of the Applicable Premises hereof to the extent the Relevant Asset Owner desires any of the same to be repaired, replaced or restored and such repair, replacement or restoration is commercially practicable, as determined by the Related Refinery Owner in the exercise of its reasonable discretion. If it is so determined that such repair, replacement or restoration is not commercially practicable, the Relevant Asset Owner and the Related Refinery Owner shall use good faith efforts to resolve such infeasibility.

7.5 Rent Abatement. During any periods of time during which the Applicable Assets and/or Additional Improvements are destroyed, damaged by a Casualty Event or are being restored or reconstructed under the terms of Section 7.4, Rent hereunder shall be abated in the proportion that the Relevant Asset Owner’s use thereof is impacted, on the condition that the Relevant Asset Owner uses commercially reasonable efforts to mitigate the disruption to its business caused by such event.

7.6 Insurance. Except as otherwise agreed by the Related Refinery Owner and the Relevant Asset Owner, the Relevant Asset Owner shall, during the Applicable Term, maintain or cause to be maintained property and casualty insurance (including pollution insurance coverage) on the Applicable Premises and the Applicable Assets and Additional Improvements in accordance with customary industry practices and with a licensed, reputable carrier.

ARTICLE 8

ASSIGNMENT AND SUBLETTING

8.1 Assignment and Subletting. Neither this Lease nor any of the rights or obligations hereunder shall be assigned by a the Related Refinery Owner without the prior written consent of the Relevant Asset Owner, or by a Related Asset Owner without the prior written consent of the Related Refinery Owner, in each case, such consent is not to be unreasonably withheld or delayed; provided, however, that:

(a) The Related Refinery Owner or the Relevant Asset Owner may make such an assignment (including a partial pro rata assignment) to its Affiliate without the other’s consent,

(b) The Related Refinery Owner may make a collateral assignment of its rights and obligations hereunder, and

(c) The Relevant Asset Owner may make a collateral assignment of its rights hereunder and/or grant a security interest in all or a portion of the Applicable Assets and/or Additional Improvements to a bona fide third party lender or debt holder, or trustee or representative for any of them, without the Related Refinery Owner’s consent, if such third party lender, debt holder or trustee shall have executed and delivered to the Related Refinery Owner a non-disturbance agreement in such form as is reasonably satisfactory to the Related Refinery Owner and such third party lender, debt holder or trustee and the Related Refinery Owner executes an acknowledgement of such collateral assignment in such form as may from time to time be reasonably requested.

 

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Any attempt to make an assignment otherwise than as permitted by the foregoing shall be null and void. The assigning Party agrees to require its respective successors, if any, to expressly assume, in a form of agreement reasonably acceptable to the other Party, its obligations under this Lease.

8.2 Release of Assigning Party. Any assignment of this Lease by a Party in accordance with this Article 8 shall operate to terminate the liability of the assigning Party for all obligations under this Lease accruing after the date of any such assignment.

8.3 Consents.

(a) HollyFrontier Cheyenne hereby consents to the Asset Lease between Cheyenne Logistics, as Lessor, and CRDC, as Lessee, effective as of January 1, 2021.

(b) HollyFrontier Tulsa hereby consents to the Sublease Agreement between HEP Tulsa, as Lessor, and HollyFrontier Refining & Marketing LLC, as Lessee, effective as of January 1, 2021.

ARTICLE 9

DEFAULTS; REMEDIES; TERMINATION

9.1 Default. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by the Party for whom such event occurred:

(a) The failure by the Relevant Asset Owner to make when due any payment of Rent or any other payment required to be made by the Relevant Asset Owner hereunder, if such failure continues for a period of 90 days following written notice from the Related Refinery Owner;

(b) The failure by a Party to observe or perform any of the other covenants, conditions or provisions of this Lease to be observed or performed by such Party, if such failure continues for a period of 90 days (in the case of the Relevant Asset Owner) or 30 days (in the case of the Related Refinery Owner) following written notice from the non-defaulting the Relevant Asset Owner or the Related Refinery Owner; provided, however, if a reasonable time to cure such default would exceed 90 days (in the case of the Relevant Asset Owner) or 30 days (in the case of the Related Refinery Owner), such Party shall not be in default so long as it begins to cure such default within 90 days (in the case of the Relevant Asset Owner) or 30 days (in the case of the Related Refinery Owner) of receiving written notice from the non-defaulting Relevant Asset Owner or the Related Refinery Owner and thereafter completes the curing of such default within reasonable period of time (under the circumstances) following the receipt of such written notice; or

(c) The occurrence of any Bankruptcy Event.

9.2 Related Refinery Owners Remedies.

9.2.1 Termination Remedies. In the event of any such material default under or material breach of the terms of this Lease by the Relevant Asset Owner, the Related Refinery Owner may, at the Related Refinery Owner’s option, at any time thereafter that such default or breach remains uncured, without further notice or demand:

(a) terminate this Lease with respect to the Relevant Asset Owner and the Relevant Asset Owner’s right to possession of the Applicable Premises, and

 

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(b) thereafter repossess the Applicable Premises by any lawful means in which event the Relevant Asset Owner shall immediately surrender possession of the Applicable Premises to the Related Refinery Owner.

9.2.2 Right to Perform. If, by the terms of this Lease, the Relevant Asset Owner is required to do or perform any act or to pay any sum to a Third Party, and fails or refuses to do so, the Related Refinery Owner, after 30 days written notice to the Relevant Asset Owner, without waiving any other right or remedy hereunder for such default, may do or perform such act, at the Relevant Asset Owner’s expense, or pay such sum for and on behalf of the Relevant Asset Owner, and the amounts so expended by the Related Refinery Owner shall be repayable on demand, and bear interest from the date expended by the Related Refinery Owner until paid at the Post-Maturity Rate. Past due Rent and any other past due payments required hereunder shall bear interest from maturity until paid at the Post-Maturity Rate.

9.2.3 Cumulative Remedies. The Related Refinery Owner may, at the Related Refinery Owner’s option, deduct any such amounts so expended by the Related Refinery Owner from any amounts owed hereunder or under any Ancillary Agreement. Any such action on the part of the Related Refinery Owner shall be in addition to any other remedy that may be available to the Related Refinery Owner for arrears of Rent or breach of contract, or otherwise, including the right of setoff.

9.3 Relevant Asset Owners Remedies.

9.3.1 Remedies. In the event of any such default under or breach of the terms of this Lease by the Related Refinery Owner, the Relevant Asset Owner may, at the Relevant Asset Owner’s option, at any time thereafter that such default or breach remains uncured, after ten days prior written notice to the Related Refinery Owner:

(a) perform any act that the Related Refinery Owner is required to do, or

(b) perform any act for or to pay any sum to a Third Party, at the Related Refinery Owner’s expense (to the extent the terms of this Lease require such performance at the Related Refinery Owner’s expense) or pay such sum for and on behalf of the Related Refinery Owner, and the amounts so expended by the Relevant Asset Owner shall be repayable on demand, and bear interest from the date expended by the Relevant Asset Owner until paid at the Post-Maturity Rate.

9.3.2 Cumulative Remedies. The Relevant Asset Owner may, at the Relevant Asset Owner’s option, deduct any such amounts so expended by the Relevant Asset Owner from the Rent and any other amounts owed hereunder or under any Ancillary Agreement. Any such action on the part of the Related Refinery Owner shall be in addition to any other remedy that may be available to the Related Refinery Owner for arrears of Rent or breach of contract, or otherwise, including the right of setoff.

9.4 Tulsa Rail and Truck Racks. HEP Tulsa hereby waives its right under the Tulsa License to convert the licenses contained therein into a perpetual easement as a result of the termination of the Tulsa Equipment and Throughput Agreement, dated as of August 1, 2009, between HollyFrontier Tulsa and HEP Tulsa.

 

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ARTICLE 10

LIABILITY AND INDEMNIFICATION

10.1 Limitation of Liability; Indemnity. The Parties acknowledge and agree that the provisions relating to force majeure, indemnity and the limitation of liability are set forth in the Omnibus Agreement. Notwithstanding anything in this Lease or the Omnibus Agreement to the contrary and solely for the purpose of determining which of the Related Refinery Owners or the Relevant Asset Owners shall be liable in a particular circumstance, neither a the Related Refinery Owner nor the Relevant Asset Owner shall be liable to another Party for any default, loss, damage, injury, judgment, claim, cost, expense or other liability suffered or incurred (collectively, “Damages”) by such Party except to the extent set forth in the Omnibus Agreement and to the extent that the Related Refinery Owner or the Relevant Asset Owner causes such Damages or owns or operates the assets or other property in question responsible for causing such Damages. In no event shall any Related Refinery Owner have any liability to another Related Refinery Owner, or shall any Relevant Asset Owner have any liability to another Relevant Asset Owner, for Damages, regardless of how caused or under any theory of recovery.

10.2 Survival. The provisions of this Article 10 shall survive the termination of this Agreement.

ARTICLE 11

OPTION

11.1 Applicability of Option. The provisions of this Article 11 shall apply to all Applicable Assets except the Woods Cross Pipeline Pad, the Artesia Pump and Receiving Station, the Tulsa Rail and Truck Racks, and, except as provided in Section 11.2, the Cheyenne Assets.

11.2 Grant of Option. Following the termination or expiration of the Master Throughput Agreement, Master Tolling Agreements or the Contango Services Agreement, as applicable, as it relates to a Refinery Complex, including any renewal, extension, or replacement agreement thereof pursuant thereto, the affected Related Refinery Owner shall have an option, and the affected Relevant Asset Owner hereby grants such option, to purchase the Applicable Assets and the Additional Improvements at such Refinery Complex at a cost equal to the fair market value thereof, as reasonably determined by the Related Refinery Owner and the Relevant Asset Owner.

11.3 Determination of Fair Market Value. In the event that the Related Refinery Owner and the Relevant Asset Owner cannot agree as to the fair market value of such Applicable Assets and the Additional Improvements, the Related Refinery Owner and the Relevant Asset Owner shall each select a qualified appraiser. The two appraisers shall give their opinion of the fair market value of such Applicable Assets and Additional Improvements within 20 days after their retention. In the event the opinions of the two appraisers differ and, after good faith efforts over the succeeding 20-day period, they cannot mutually agree, the appraisers shall immediately and jointly appoint a third qualified appraiser. The third appraiser shall immediately (within five days) choose the determination of either appraiser and such choice of this third appraiser shall be final and binding on the Related Refinery Owner or the Relevant Asset Owner. Each of the Related Refinery Owner and the Relevant Asset Owner shall pay its own costs for its appraiser. Following the determination of the fair market value of the Applicable Assets and the Additional Improvements by the appraisers, the Related Refinery Owner and the Relevant Asset Owner shall equally share the costs of any third appraiser.

11.4 Cooperation. Upon the Related Refinery Owner’s exercise of the option granted pursuant to this Article 11, the Related Refinery Owner and the Relevant Asset Owner shall cooperate to convey the Applicable Assets and the Additional Improvements from the Relevant Asset Owner to the Related Refinery Owner. If the Related Refinery Owner chooses to exercise its option granted pursuant to this Article 11, the sale of the Applicable Assets and the Additional Improvements shall be subject to the receipt of any consents or waivers required pursuant to the Relevant Asset Owner’s credit facility or indentures then in effect.

 

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11.5 Survival. The terms and conditions of this Article 11 shall survive the termination or expiration of this Lease or the Master Throughput Agreement or the Master Tolling Agreements, as applicable, with respect to the Related Refinery Owner and the Relevant Asset Owner.

11.6 Waiver. HollyFrontier Cheyenne and Cheyenne Logistics acknowledge and agree that, pursuant to the Letter Agreement, effective as of January 1, 2021, between HollyFrontier Refining & Marketing LLC and HEP Operating, the Master Throughput Agreement was terminated as to the Cheyenne Assets only. HollyFrontier Cheyenne hereby waives its rights pursuant to this Article 11 as a result of such termination.

ARTICLE 12

GENERAL PROVISIONS

12.1 Estoppel Certificates. The Related Refinery Owner and the Relevant Asset Owner shall, at any time and from time to time upon not less than 20 days prior written request from the other, execute, acknowledge and deliver to the other a statement in writing (a) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) and the date to which Rent and other charges are paid, and (b) acknowledging that there are not, to the executing party’s knowledge, any uncured defaults on the part of the other Party hereunder (or specifying such defaults, if any are claimed). Any such statement may be conclusively relied upon by any prospective purchaser of the Applicable Premises or the leasehold evidenced by this Lease or any lender with respect to the Applicable Premises or the leasehold evidenced by this Lease. Nothing in this Section 12.1 shall be construed to waive the conditions elsewhere contained in this Lease applicable to assignment or subletting of the Applicable Premises by the Relevant Asset Owner.

12.2 Notices. Any notice or other communication given under this Lease shall be in writing and shall be delivered in accordance with the requirements for notices set forth in the Omnibus Agreement.

12.3 Severability. If any term or other provision of this Lease is invalid, illegal or incapable of being enforced by any Applicable Law or public policy, all other terms and provisions of this Lease shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party hereto. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Lease so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

12.4 Time of Essence. Time is of the essence in the performance of all obligations falling due hereunder.

12.5 Captions. The headings to Articles and Sections of this Lease are inserted for convenience of reference only and will not affect the meaning or interpretation of this Lease.

 

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12.6 Entire Agreement This Lease constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof as applicable to such Party and supersedes all prior agreements and undertakings, both written and oral, between the Related Refinery Owner and the Relevant Asset Owner with respect to the subject matter hereof.

12.7 Waivers. To be effective, any waiver of any right under this Lease must be in writing and signed by a duly authorized officer or representative of the Party bound thereby. No waiver or waivers of any breach or default or any breaches or defaults by any Party of any term, condition or liability of or performance by any other Party of any duty or obligation hereunder shall be deemed or construed to be a waiver or waivers of any subsequent breaches or defaults of any kind, character or description under any circumstance. The acceptance of Rent hereunder by the Related Refinery Owner shall not be a waiver of any preceding breach by the Relevant Asset Owner of any provision hereof, other than the failure of the Relevant Asset Owner to pay the particular Rent so accepted, regardless of the Related Refinery Owner’s knowledge of such preceding breach at the time of acceptance of such Rent.

12.8 Incorporation by Reference. Any reference herein to any Appendix or Exhibit to this Lease will incorporate such Appendix or Exhibit herein as if it were set out in full in the text of this Lease.

12.9 Binding Effect. This Lease will be binding upon, and will inure to the benefit of, the Parties and their respective successors, permitted assigns and legal representatives. Nothing in this Section 12.9 shall be construed to waive the conditions elsewhere contained in this Lease applicable to assignment or subletting of the Applicable Premises by the Relevant Asset Owner.

12.10 Amendment. This Lease may not be amended or modified except by an instrument in writing signed by, or on behalf of, each of the Parties hereto. If and to the extent the Relevant Asset Owner may have occupied any portion of the Applicable Premises prior to the date of a Prior Lease without the benefit of any written lease, license or other instrument, the Relevant Asset Owner and the Related Refinery Owner release and waive any claims that such Party may have against the other Party with respect to such prior occupancy.

12.11 No Partnership. The relationship between the Related Refinery Owner and the Relevant Asset Owner at all times shall remain solely that of the landlord and tenant and shall not be deemed a partnership or joint venture.

12.12 No Third Party Beneficiaries. Subject to the provisions Article 10 and Section 12.9. Any Person not a Party to this Lease shall have no rights under this Lease as a third party beneficiary or otherwise.

12.13 Governing Law. THIS LEASE AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE WHERE THE APPLICABLE PREMISES ARE LOCATED WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW RULES THAT WOULD DIRECT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

12.14 Cooperation. The Parties acknowledge that they are entering into a long-term arrangement in which the cooperation of the Related Refinery Owner and the Relevant Asset Owner will be required. If, during the Applicable Term of this Lease, changes in the operations, facilities or methods of either the Related Refinery Owner or the Relevant Asset Owner will materially benefit one of them without detriment to the other, the Related Refinery Owner or the Relevant Asset Owner commit to each other to make reasonable efforts to cooperate and assist each other.

12.15 Further Assurances. The Parties shall execute such additional documents and shall cause such additional actions to be taken as may be required or, in the judgment of any Party, be necessary or desirable, to carry out the purposes of this Lease and to more fully assure the Parties’ rights and interests provided for hereunder. The Parties each agree to reasonably cooperate with the other Parties on all matters relating to the required Permits and regulatory compliance by any Party in respect of the Applicable Premises so as to ensure continued full operation of the Relevant Assets by the Relevant Asset Owner pursuant to the terms of this Lease.

 

17


12.16 Waiver of the Related Refinery Owner’s Lien. To the extent permitted by Applicable Law, the Related Refinery Owner hereby expressly waives any and all liens (constitutional, statutory, contractual or otherwise) upon the Relevant Asset Owner’s personal property now or hereafter installed or placed in or on the Applicable Premises, which otherwise might exist to secure payment of the sums herein provided to be paid by the Relevant Asset Owner to the Related Refinery Owner.

12.17 Recording. Upon the request of the Related Refinery Owner or the Relevant Asset Owner, the Related Refinery Owner and the Relevant Asset Owner shall execute, acknowledge, deliver and record a “short form” memorandum of this Lease in a form mutually acceptable to the Related Refinery Owner and the Relevant Asset Owner. Promptly upon request by the Related Refinery Owner at any time following the expiration or earlier termination of this Lease with respect to such Related Refinery Owner and the Relevant Asset Owner, however such termination may be brought about, the Relevant Asset Owner shall execute and deliver to the Related Refinery Owner an instrument, in recordable form, evidencing the termination of this Lease with respect to the Related Refinery Owner and the Relevant Asset Owner and the release by the Relevant Asset Owner of all of the Relevant Asset Owner’s right, title and interest in and to the Applicable Premises existing under and by virtue of this Lease (the “Relevant Asset Owner Release”) and the Relevant Asset Owner grants the Related Refinery Owner an irrevocable power of attorney coupled with an interest for the purpose of executing the Relevant Asset Owner Release in the name of the Relevant Asset Owner. This Section 12.17 shall survive the termination of this Lease.

12.18 Warranty of Peaceful Possession. The Related Refinery Owner covenants and warrants that the Relevant Asset Owner, upon paying the Rent reserved hereunder and observing and performing all of the covenants, conditions and provisions on the Relevant Asset Owner’s part to be observed and performed hereunder, may peaceably and quietly have, hold, occupy, use and enjoy, and, subject to the terms of this Lease, shall have the full, exclusive, and unrestricted use and enjoyment of, all the Applicable Premises during the Applicable Term for the purposes permitted herein, and the Related Refinery Owner agrees to warrant and forever defend title to the Applicable Premises against the claims of any and all persons whomsoever lawfully claiming the same or any part thereof.

12.19 Survival. All obligations of the Related Refinery Owner and the Relevant Asset Owner that shall have accrued under this Lease prior to the expiration or earlier termination hereof shall survive such expiration or termination to the extent the same remain unsatisfied as of the expiration or earlier termination of this Lease. The Related Refinery Owner and the Relevant Asset Owner further expressly agree that all provisions of this Lease which contemplate performance after the expiration or earlier termination hereof shall survive such expiration or earlier termination of this Lease.

12.20 AS IS, WHERE IS. SUBJECT TO ALL OF THE OBLIGATIONS OF RELATED REFINERY OWNER UNDER THIS LEASE INCLUDING THOSE SET FORTH IN ARTICLE 5, ARTICLE 10 AND SECTION 12.18, RELEVANT ASSET OWNER HEREBY ACCEPTS THE APPLICABLE PREMISES AS IS, WHERE IS, AND WITH ALL FAULTS, AND RELATED REFINERY OWNER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, UNDER THIS LEASE AS TO THE PHYSICAL CONDITION OF THE APPLICABLE PREMISES, INCLUDING THE APPLICABLE PREMISES MERCHANTABILITY, HABITABILITY, CONDITION, FITNESS, OR SUITABILITY FOR ANY PARTICULAR USE OR PURPOSE.

12.21 Relocation of Pipelines; Amendment. If the Related Refinery Owner elects to move certain pipelines within the Refinery Complex, and such relocation of the pipelines requires relocation of any of the Applicable Assets, then this Lease shall continue in full force and effect; provided, however, the Parties shall execute an amendment hereto reflecting the new location(s) of the Applicable Assets.

 

18


12.22 Counterparts. This Lease may be executed in one or more counterparts, and by the Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

12.23 Joinder by Affiliates of Parties. From time to time, an Affiliate of the Relevant Asset Owner who own assets at a refinery (whether now or in the future owned by the Related Refinery Owner or its Affiliate), may desire to become a party to this Lease, upon such terms and conditions that such Relevant Asset Owner (or its Affiliate) and the applicable Related Refinery Owner may agree. The joinder of such Relevant Asset Owner’s Affiliate and/or the Related Refinery Owner’s Affiliate to this Agreement shall be effective upon the execution of a joinder agreement (a “Joinder”), in form and substance acceptable to such parties. The Joinder shall specify such Affiliate’s “Applicable Assets,” the “Applicable Term” and the applicable “Rent,” and shall include any provisions unique to such Affiliate’s assets. In executing the Joinder, such parties thereby acknowledge, represent and warrant that they have read and are familiar with the terms and conditions of this Lease and upon execution of the Joinder, and that this Lease is the binding and enforceable obligation of them, modified only as expressly set forth in such Joinder. The Joinder shall be for the sole purpose of joining such Affiliate(s) to this Lease and, except as expressly set forth in the Joinder only with respect to such Affiliate(s), shall not alter, modify or affect any of the terms or conditions of this Lease as they relate to such Affiliate(s), the Relevant Asset Owners or the Related Refinery Owners, all of which remain in full force and effect.

[Remainder of Page Intentionally Left Blank]

 

19


The parties hereto have executed this Seventh Amended and Restated Master Lease and Access Agreement to be effective as of the Effective Date.

Related Refinery Owners:

 

HOLLYFRONTIER EL DORADO REFINING LLC
HOLLYFRONTIER CHEYENNE REFINING LLC
HOLLYFRONTIER TULSA REFINING LLC
HOLLYFRONTIER WOODS CROSS REFINING LLC
HOLLYFRONTIER NAVAJO REFINING LLC
By:    

/s/ Timothy Go

Name: Timothy Go
Title: President and Chief Operating Officer
SINCLAIR CASPER REFINING COMPANY LLC
SINCLAIR WYOMING REFINING COMPANY LLC
By    

/s/ Timothy Go

Name: Timothy Go
Title: President and Chief Operating Officer

Relevant Asset Owners:

 

EL DORADO LOGISTICS LLC
EL DORADO OPERATING LLC
CHEYENNE LOGISTICS LLC
HEP TULSA LLC
WOODS CROSS OPERATING LLC
By:  

/s/ Timothy Go

Name: Timothy Go
Title: Executive Vice President and Chief Operating           Officer

[Signature Page to Seventh Amended and Restated Master Lease and Access Agreement]


HEP WOODS CROSS, L.L.C.
HEP PIPELINE, L.L.C.
        By:   Holly Energy Partners – Operating, L.P., its sole member
                By:  

/s/ Richard L. Voliva III

                Name: Richard L. Voliva III
                Title: President
SINCLAIR TRANSPORTATION COMPANY LLC
        By:  

/s/ Timothy Go

        Name: Timothy Go
        Title: Executive Vice President and Chief                   Operating Officer

[Signature Page to Seventh Amended and Restated Master Lease and Access Agreement]


Exhibit A

to

Seventh Amended and Restated Master Lease and Access Agreement

 

Parties

 

1.

HollyFrontier El Dorado and El Dorado Logistics with respect to the Applicable Premises at the El Dorado Refinery Complex;

 

2.

HollyFrontier Cheyenne and Cheyenne Logistics with respect to the Applicable Premises at the Cheyenne Refinery Complex;

 

3.

HollyFrontier Tulsa and HEP Tulsa with respect to the Applicable Premises at the Tulsa Refinery Complex;

 

4.

HollyFrontier Woods Cross and HEP Woods Cross with respect to the Applicable Premises at the Woods Cross Refinery Complex;

 

5.

HollyFrontier Navajo and HEP Pipeline with respect to the Applicable Premises at the Navajo Refinery Complex;

 

6.

HollyFrontier El Dorado and El Dorado Operating with respect to the Applicable Premises at the El Dorado Refinery Complex;

 

7.

HollyFrontier Woods Cross and Woods Cross Operating with respect to the Applicable Premises at the Woods Cross Refinery Complex;

 

8.

Casper Refining and STC with respect to the Applicable Premises at the Casper Refinery Complex; and

 

9.

Sinclair Refining and STC with respect to the Applicable Premises at the Sinclair Refinery Complex.

 

Exhibit A-1


Exhibit B

to

Seventh Amended and Restated Master Lease and Access Agreement

 

Master Lease and Access Agreement Amendments

 

Agreement

  

Effective Date

  

Reason for Amendment

Original Master Lease and Access Agreement    January 1, 2015    n/a
Amended and Restated Master Lease and Access Agreement    November 1, 2015      LLC Interest Purchase Agreement for certain El Dorado Refinery Assets
Second Amended and Restated Master Lease and Access Agreement    March 31, 2016    Purchase of certain Tulsa Refinery Assets by HEP Tulsa from a third party and construction of new tanks at the Tulsa Refinery Complex by HEP Tulsa
Third Amended and Restated Master Lease and Access Agreement    October 1, 2016    LLC Interest Purchase Agreement for the membership interests of Woods Cross Operating
Fourth Amended and Restated Master Lease and Access Agreement    January 1, 2017    Sale of Tanks 243 and 244 from El Dorado Logistics LLC to HollyFrontier El Dorado Refining LLC
First Amendment to Fourth Amended and Restated Master Lease and Access Agreement    October 13, 2017    Update the list of Applicable Assets for, and the legal description of, the El Dorado Refinery Complex
Fifth Amended and Restated Master Lease and Access Agreement    October 29, 2018    Update the list of Applicable Assets for the El Dorado Refinery Complex, the Cheyenne Refinery Complex and the Tulsa Refinery Complex
First Amendment to Fifth Amended and Restated Master Lease and Access Agreement    January 23, 2020    Update the Applicable Terms
Sixth Amended and Restated Master Lease and Access Agreement    January 1, 2021    Update the list of Applicable Assets for the Cheyenne Refinery Complex, the Navajo Refinery Complex and the Tulsa Refinery Complex.

 

Exhibit B-1


Exhibit C

to

Seventh Amended and Restated Master Lease and Access Agreement

 

Definitions

Additional Improvements” is defined in Section 4.1.

Affiliates” means, with to respect to a specified person, any other person controlling, controlled by or under common control with that first person. As used in this definition, the term “control” includes (i) with respect to any person having voting securities or the equivalent and elected directors, managers or persons performing similar functions, the ownership of or power to vote, directly or indirectly, voting securities or the equivalent representing 50% or more of the power to vote in the election of directors, managers or persons performing similar functions, (ii) ownership of 50% or more of the equity or equivalent interest in any person and (iii) the ability to direct the business and affairs of any person by acting as a general partner, manager or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, the Related Refinery Owners, on the one hand, and the Relevant Asset Owners, on the other hand, shall not be considered Affiliates of each other.

Ancillary Agreements” means, collectively, any other agreement executed by the Related Refinery Owner and the Relevant Asset Owner in connection with the Relevant Asset Owner’s ownership of the Applicable Assets or the Relevant Asset Owner’s acquisition of the Applicable Assets, as the case may be, each as amended, supplemented or otherwise modified from time to time, and specifically includes the Omnibus Agreement.

Annual Plan” is defined in Section 1.16.

Applicable Assets” means the assets located at a Refinery Complex owned by the Relevant Asset Owner, identified on Exhibit E and any Additional Improvements.

Applicable Law” means any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement, or other governmental restriction or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued under any of the foregoing by, or any determination of, any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended (including all of the terms and provisions of the common law of such Governmental Authority), as interpreted and enforced at the time in question.

Applicable Premises” means those certain tracts or parcels of land on which the Applicable Assets are situated at a Refinery Complex, such land as to each of the Applicable Assets more particularly described or identified on Exhibit F together with all right, title and interest, if any, of the Related Refinery Owner in and to all accretion attaching to the land and any rights to submerged lands or interests in riparian rights or riparian grants owned by the Related Asset Owner and adjoining the land shown on said Exhibit F, but excluding (i) the Applicable Assets, and (ii) the Additional Improvements.

Applicable Term” means the Applicable Term set forth on Exhibit E for the Applicable Assets as such Applicable Term may be extended from time to time pursuant to Exhibit E.

Bankruptcy Event” means, in relation to any Party,

 

Exhibit C-1


  (a)

the making of a general assignment for the benefit of creditors by such Party;

 

  (b)

the entering into of any arrangement or composition with creditors as a result of insolvency (other than for the purposes of a solvent reconstruction or amalgamation);

 

  (c)

the institution by such Party of proceedings:

(i) seeking to adjudicate such Party as bankrupt or insolvent or seeking protection or relief from creditors,

(ii) seeking liquidation, winding up, or rearrangement, reorganization or adjustment of such Party or its debts (other than for purposes of a solvent reconstruction or amalgamation), or

(iii) seeking the entry of an order for the appointment of a receiver, trustee or other similar official for such Party or for all or a substantial part of such Party’s assets; or

 

  (d)

the institution of any proceeding of the type described in the third bullet above against such Party, which proceeding shall not have been dismissed within ninety (90) days following its institution.

Business Day” means any day other than Saturday, Sunday or other day upon which commercial banks in Dallas, Texas are authorized by law to close.

Casper RCRA Permit” means Permit No. WYD048743009, issued by the Wyoming Department of Environmental Quality and effective as of February 28, 2017, to which the Casper Refinery Complex is subject.

Casper Refining” means Sinclair Casper Refining Company LLC, a Wyoming limited liability company.

Casualty Event” is defined in Section 7.4.

Cheyenne Logistics” means Cheyenne Logistics LLC, a Delaware limited liability company.

Cheyenne RCRA Permit” means Permit No. WYD051843613, issued by the Wyoming Department of Environmental Quality and effective as of July 5, 2018, to which the Cheyenne Refinery Complex is subject.

Commencement Date” is defined in Exhibit E.

Connection Facilities” is defined in the Master Site Services Agreement.

Contango Services Agreement” means the Services Agreement between HollyFrontier Refining & Marketing LLC and HEP Operating, dated effective as of January 1, 2021.

CRDC” means Cheyenne Renewable Diesel Company LLC, a Delaware limited liability company.

 

Exhibit C-2


El Dorado Logistics” means El Dorado Logistics LLC, a Delaware limited liability company.

El Dorado Operating” means El Dorado Operating LLC, a Delaware limited liability company.

El Dorado RCRA Order” means that certain administrative order to which the El Dorado Refinery Complex is or soon will be subject issued by the U.S. Environmental Protection Agency under Section 3008(h) of the Resource Conservation and Recovery Act.

Environmental Law” or “Environmental Laws” means all federal, state, and local laws, statutes, rules, regulations, orders, and ordinances, now or hereafter in effect, relating to protection of the environment, including the federal Comprehensive Environmental Response, Compensation, and Liability Act, the Superfund Amendments Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Federal Water Pollution Control Act, the Toxic Substances Control Act, the Oil Pollution Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act, and other environmental conservation and protection laws, each as amended from time to time.

Environmental Permit” means a Permit issued under any Environmental Law.

Governmental Authority” means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing.

Hazardous Substances” means (a) any substance that is designated, defined, or classified as a hazardous waste, hazardous material, pollutant, contaminant, or toxic or hazardous substance, or that is otherwise regulated under any Environmental Law, including any hazardous substance as defined under the Comprehensive Environmental Response, Compensation, and Liability Act, and (b) petroleum, crude oil, gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet fuel, and other refined petroleum hydrocarbons.

HEP Operating” means Holly Energy Partners-Operating, L.P., a Delaware limited partnership.

HEP Pipeline” means HEP Pipeline, L.L.C., a Delaware limited liability company.

HEP Tulsa” means HEP Tulsa LLC, a Delaware limited liability company.

HEP Woods Cross” means HEP Woods Cross, L.L.C., a Delaware limited liability company.

HollyFrontier Cheyenne” means HollyFrontier Cheyenne Refining LLC, a Delaware limited liability company.

HollyFrontier El Dorado” means HollyFrontier El Dorado Refining LLC, a Delaware limited liability company.

HollyFrontier Navajo” means HollyFrontier Navajo Refining LLC, a Delaware limited liability company.

HollyFrontier Tulsa” means HollyFrontier Tulsa Refining LLC, a Delaware limited liability company.

 

Exhibit C-3


HollyFrontier Woods Cross” means HollyFrontier Woods Cross Refining LLC, a Delaware limited liability company.

Lease” is defined in the preamble to this Lease.

Master Site Services Agreement” shall mean the Fifth Amended and Restated Master Site Services Agreement among the Related Refinery Owners and the Relevant Asset Owners, dated effective as of March 14, 2022, as amended.

Master Throughput Agreement” means the Eighth Amended and Restated Master Throughput Agreement between HollyFrontier Refining & Marketing LLC, Sinclair Oil LLC and HEP Operating, dated effective as of March 14, 2022.

Master Tolling Agreement” means the Master Tolling Agreement (Refinery Assets) dated effective as of November 1, 2015 between HollyFrontier El Dorado and HEP Operating, as amended, and the Amended and Restated Master Tolling Agreement (Operating Assets) dated effective as of October 1, 2016 between HollyFrontier El Dorado, HollyFrontier Woods Cross and HEP Operating, as amended.

Navajo RCRA Permit” means Permit No. NMD048918817 issued by the New Mexico Environment Department in December 2010, to which the Navajo Refinery is subject.

Omnibus Agreement” means the Twenty-Second Amended and Restated Omnibus Agreement, effective as of March 14, 2022.

Original Master Lease and Access Agreement” means that certain Master Lease and Access Agreement effective as of January 1, 2015 among the Related Refinery Owners and the Relevant Asset Owners (except El Dorado Operating, Casper Refining, STC and Sinclair Refining).

Party” and “Parties” has the meanings ascribed to such term in the preamble to this Lease.

Permits” means all permits, licenses, franchises, authorities, consents, and approvals, as necessary under applicable Laws, including Environmental Laws, for operating the Assets and/or the Applicable Premises.

Person” means any individual or entity, including any partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, unincorporated organization or Governmental Authority (or any department, agency or political subdivision thereof).

Post-Maturity Rate” means a rate equal to the lesser of (i) an interest rate equal to the “Prime Rate” as published in The Wall Street Journal, Southwest Edition, in its listing of “Money Rates” plus two percent or (ii) the maximum non-usurious rate of interest permitted to be charged the Relevant Asset Owner under applicable Law.

 

Exhibit C-4


Prior Lease” means:

 

with respect to:   

HollyFrontier El Dorado and El Dorado Logistics

   Lease and Access Agreement (El Dorado), dated as of November 9, 2011, as amended by the First Amendment to Lease and Access Agreement (El Dorado), dated as of September 13, 2012, as further amended by the Second Amendment to Lease and Access Agreement (El Dorado), dated as of January 8, 2013, as further amended by the Third Amendment to Lease and Access Agreement (El Dorado), dated as of January 7, 2014

HollyFrontier Cheyenne and Cheyenne Logistics

   Lease and Access Agreement (Cheyenne), dated as of November 9, 2011, as amended by the First Amendment to Lease and Access Agreement (Cheyenne), dated as of September 13, 2012

HollyFrontier Tulsa and HEP Tulsa

  

First Amended and Restated Lease and Access Agreement (Tulsa East), dated as of March 31, 2010

Equipment Sites, Access and Rail Line License Agreement (Tulsa Truck and Rail Equipment – Tulsa County, Oklahoma) dated as of August 1, 2009 (“Tulsa License”)

HollyFrontier Woods Cross and HEP Woods Cross

   Lease and Access Agreement (Woods Cross), dated as of February 29, 2008 and Lease and Access Agreement (Woods Cross Pipeline Pad), dated as of September 10, 2010

HollyFrontier Navajo and HEP Pipeline

   Lease and Access Agreement (Artesia), dated as of February 29, 2008 and Lease and Access Agreement (Artesia Pump and Receiving Station), dated as of September 10, 2010

For the avoidance of doubt, “Prior Lease” does not include: (a) Lease and Access Agreement (Lovington) dated as of February 29, 2008, (b) Lease and Access Agreement (Lovington Asphalt Loading Rack and Terminal Building) dated as of March 31, 2010, (c) Lease and Access Agreement (Lovington Pump and Receiving Stations) dated as of September 10, 2010, (d) Amended and Restated Lease and Access Agreement (Artesia Truck Rack and Blending Facility) dated as of March 12, 2015, and (e) Equipment Sites, Access and License Agreement (Tulsa Interconnecting Pipelines) dated as of August 31, 2011.

Refinery Complex” means:

 

with respect to:   

HollyFrontier El Dorado, El Dorado Logistics and El Dorado Operating

   the refinery complex owned by HollyFrontier El Dorado, commonly known as the El Dorado Refinery, and located in the City of El Dorado, Butler County, Kansas

HollyFrontier Cheyenne and Cheyenne Logistics

   the refinery complex owned by HollyFrontier Cheyenne, commonly known as the Cheyenne Refinery, and located in the City of Cheyenne, Laramie County, Wyoming

HollyFrontier Tulsa and HEP Tulsa

   collectively, the refinery complex owned by HollyFrontier Tulsa commonly known as the East Tulsa Refinery, and located in the City of Tulsa, Tulsa County, Oklahoma, and the refinery complex owned by HollyFrontier Tulsa commonly known as the West Tulsa Refinery, and located in the City of Tulsa, Tulsa County, Oklahoma

HollyFrontier Woods Cross, HEP Woods Cross and Woods Cross Operating

   the refinery complex owned by HollyFrontier Woods Cross, commonly known as the Woods Cross Refinery, and located near the City of Woods Cross, Davis County, Utah

HollyFrontier Navajo and HEP Pipeline

   the refinery complex owned by HollyFrontier Navajo, commonly known as the Navajo Refinery, and located near the City of Artesia, Eddy County, New Mexico

Casper Refining and STC

   the refinery complex owned by Casper Refining and located in Casper, Wyoming

Sinclair Refining and STC

   the refinery complex owned by Sinclair Refining and located in Sinclair, Wyoming

 

Exhibit C-5


Related Refinery Owner” means:

 

with respect to:

 

  

Related Refinery Owner

 

El Dorado Logistics or El Dorado Operating

 

Cheyenne Logistics

 

HEP Tulsa

 

HEP Woods Cross or Woods Cross Operating

 

HEP Pipeline

 

STC

  

HollyFrontier El Dorado

 

HollyFrontier Cheyenne

 

HollyFrontier Tulsa

 

HollyFrontier Woods Cross

 

HollyFrontier Navajo

 

Casper Refining or Sinclair Refining

Related Refinery Owner’s Parties” is defined in Section 2.2.2.

Relevant Asset Owner” means:

 

with respect to:

 

   Relevant Asset Owner

HollyFrontier El Dorado

 

   El Dorado Logistics or El Dorado Operating, as determined by the Applicable Asset

HollyFrontier Cheyenne

   Cheyenne Logistics

HollyFrontier Tulsa

   HEP Tulsa

HollyFrontier Woods Cross

   HEP Woods Cross or Woods Cross Operating, as determined by the Applicable Asset

HollyFrontier Navajo

   HEP Pipeline

Casper Refining

   STC

Sinclair Refining

   STC

Relevant Asset Owner Release” is defined in Section 12.17.

Relevant Asset Owner’s Parties” is defined in Section 2.2.1.

Rent” is defined in Section 2.3.

Service Assets” is defined in the Master Site Services Agreement as it relates to the Relevant Asset Owner and the Related Refinery Owner.

Sinclair RCRA Permit” means Permit No. WY079959185, issued by the Wyoming Department of Environmental Quality and effective as of June 26, 2018, to which the Sinclair Refinery Complex is subject.

 

Exhibit C-6


Sinclair Refining” means Sinclair Wyoming Refining Company LLC, a Wyoming limited liability company.

Shared Access Facilities” is defined in Section 2.2(a).

STC” means Sinclair Transportation Company LLC, a Wyoming limited liability company.

Tankage means the storage tanks that are included in the Applicable Assets.

Taxable Assets” is defined in Section 6.1.

Taxes” means all federal, state and local real and personal property ad valorem taxes, assessments, and other governmental charges, general and special, ordinary and extraordinary, including assessments for public improvements or benefits, any federal, state or local income, gross receipts, withholding, franchise, excise, sales, use, value added, recording, transfer or stamp tax, levy, duty, charge or withholding of any kind, in each case, imposed or assessed by any federal, state or local government, agency or authority, together with any addition to tax, penalty, fine or interest thereon, other than state or U.S. federal income tax imposed upon the taxable income of the Related Refinery Owner and any franchise taxes imposed upon the Related Refinery Owner.

Third Party” shall mean a Person which is not (a) the Related Refinery Owner or an Affiliate of the Related Refinery Owner, (b) the Relevant Asset Owner or an Affiliate of the Relevant Asset Owner or (c) a Person that, after the signing of this Lease becomes a successor entity of the Related Refinery Owner, the Relevant Asset Owner or any of their respective Affiliates. An employee of the Related Refinery Owner or the Relevant Asset Owner shall not be deemed an Affiliate.

Tulsa East RCRA Permit” means Permit No. 990750960 issued by the Oklahoma Department of Environmental Quality on December 1, 2020, to which the East Tulsa Refinery is subject.

Tulsa Rail and Truck Racks” means the assets identified in Subpart D of Exhibit E-3.

Tulsa RCRA Order” that certain administrative order (No. 15-215) dated November 9, 2015, issued by the Oklahoma Department of Environmental Quality on November 9, 2015, to which the West Tulsa Refinery and East Tulsa Refinery are subject.

Tulsa RCRA Permits” means, collectively, the Tulsa RCRA Order, the Tulsa West RCRA Permit and the Tulsa East RCRA Permit.

Tulsa West Crude Tanks” means the Tankage identified in Subpart C of Exhibit E-3.

Tulsa West RCRA Permit” means Permit No. 058078775 issued by the Oklahoma Department of Environmental Quality on June 1, 2009, to which the West Tulsa Refinery is subject.

Woods Cross Operating” means Woods Cross Operating LLC, a Delaware limited liability company.

 

 

Exhibit C-7


Exhibit D

to

Seventh Amended and Restated Master Lease and Access Agreement

 

Interpretation

As used in this Lease, unless a clear contrary intention appears

(a) any reference to the singular includes the plural and vice versa, any reference to natural persons includes legal persons and vice versa, and any reference to a gender includes the other gender;

(b) the words “hereof”, “herein”, and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(c) any reference to Articles, Sections and Exhibits are, unless otherwise stated, references to Articles, Sections and Exhibits of or to this Agreement. The headings in this Agreement have been inserted for convenience only and shall not be taken into account in its interpretation;

(d) reference to any agreement (including this Agreement), document or instrument means such agreement, document, or instrument as amended, modified or supplemented and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of this Agreement;

(e) the Exhibits hereto form an integral part of this Agreement and are equally binding therewith. Any reference to “this Agreement” shall include such Exhibits;

(f) references to a Person shall include any permitted assignee or successor to such Party in accordance with this Agreement and reference to a Person in a particular capacity excludes such Person in any other capacity;

(g) if any period is referred to in this Agreement by way of reference to a number of days, the days shall be calculated exclusively of the first and inclusively of the last day unless the last day falls on a day that is not a Business Day in which case the last day shall be the next succeeding Business Day;

(h) the use of “or” is not intended to be exclusive unless explicitly indicated otherwise;

(i) references to “$” or to “dollars” shall mean the lawful currency of the United States of America; and

(j) The words “includes,” “including,” or any derivation thereof shall mean “including without limitation” or “including, but not limited to.”

 

Exhibit D-1


Exhibit E

to

Seventh Amended and Restated Master Lease and Access Agreement

 

Applicable Term and Applicable Assets

 

Location

  

Applicable Term1

  

Applicable Assets

El Dorado Refinery Complex

For El Dorado Logistics

  

Commencement Date: November 1, 2011

End Date: November 1, 2061 (midnight)

   See Exhibit E-1

For El Dorado Operating

  

Commencement Date: November 1, 2015

 

End Date: November 1, 2065 (midnight)

   See Exhibit E-8
Cheyenne Refinery Complex

For Cheyenne Logistics

  

Commencement Date: November 1, 2011

End Date: November 1, 2061 (midnight)

   See Exhibit E-2
Tulsa Refinery Complex

Group 1 Assets and Group 2 Assets

  

Commencement Date: March 31, 2010

End Date: March 31, 2060 (midnight)

   See Exhibit E-3

Tulsa West Tankage Assets and Receiving Pipelines

  

Commencement Date: March 31, 2016

End Date: March 31, 2066 (midnight)

   See Exhibit E-3

Tulsa Rail and Truck Racks

  

Commencement Date: January 1, 2021

End Date: March 31, 2066 (midnight)

   See Exhibit E-3
Woods Cross Refinery Complex

For HEP Woods Cross

  

Commencement Date: February 29, 2008

End Date: February 28, 2058 (midnight)

  

Applicable Assets at Woods Cross Refinery Complex (excluding the Woods Cross Pipeline Pad)

See Exhibit E-4

  

Commencement Date: September 10, 2010

End Date: February 28, 2058 (midnight)

  

Woods Cross Pipeline Pad

See Exhibit E-5

For Woods Cross Operating

  

Commencement Date: October 1, 2016

End Date: October 1, 2066 (midnight)

   See Exhibit E-9

 

1 

At the end of the initial Applicable Term for each Applicable Premises, the term of this Lease as to such Applicable Premises shall be automatically renewed for a maximum of our (4) successive ten-year periods thereafter, subject in all cases to the termination rights set forth in Section 2.1 of the Lease.

 

Exhibit E


Location

  

Applicable Term1

  

Applicable Assets

Navajo Refinery Complex
  

Commencement Date: February 29, 20082

End Date: February 28, 2058 (midnight)

  

Applicable Assets at Navajo Refinery Complex (excluding the Truck Rack, the Artesia Blending Station, the Artesia Pump and Receiving Stations and the LACT Units)

See Exhibit E-6

  

Commencement Date: September 10, 2010

End Date: February 28, 2058 (midnight)

  

Artesia Pump and Receiving Stations

See Exhibit E-7

  

Commencement Date: January 23, 2020

End Date: February 28, 2058 (midnight)

  

LACT Units #6007102, #6007103, and the easternmost LACT Unit located in Lane 3 on the land described on Exhibit F-10 and all related equipment

See Exhibit E-10

Casper Refinery Complex

For STC

  

Commencement Date: March 14, 2022

End Date: March 13, 2072

   See Exhibit E-11
Sinclair Refinery Complex

For STC

  

Commencement Date: March 14, 2022

End Date: March 13, 2072

   See Exhibit E-12

 

2 

Notwithstanding the Commencement Date with respect to the Applicable Assets at the Navajo Refinery Complex described in Item 1 of Exhibit E-6, the Commencement Date with respect to the Applicable Assets at the Navajo Refinery Complex described in Item 2 of Exhibit E-6 shall be January 1, 2021.

 

Exhibit E


Exhibit E-1

to

Seventh Amended and Restated Master Lease and Access Agreement

 

Applicable Assets: El Dorado Refinery Complex (for El Dorado Logistics)

 

1.

The following storage tanks located on the Land described under “Storage Tanks” and “Propane Tank Loading Rack and Tanks 600-621” on Exhibit F-1.

 

TANK ID NUMBER

  

CURRENT

SERVICE/PRODUCT

  

NOMINAL CAPACITY, BBLS

1       DEMO
2       DEMO
3    Heavy Slop Oil    40,425
15    ULSD    12,422
16    Light Slop    28,880
17    Finish Gasoline    92,740
18    Finish Gasoline    88,600
19    Finish Gasoline    90,733
20    Finish Gasoline    17,961
21    ULSD    120,639
23    ULSD    113,182
24    ULSD    119,269
25       DEMO
29    CRU1/2 Feed    33,723
30    CRU1/2 Feed    39,417
31    ULSD/Dock    23,792
32    Finish Gasoline    74,847
64    Finish Gasoline    17,961

 

Exhibit E-1


TANK ID NUMBER

  

CURRENT

SERVICE/PRODUCT

  

NOMINAL CAPACITY, BBLS

65    Finish Gasoline    17,941
66    CRU1/2 Feed    22,582
75    ULSK    24,938
78    ULSK    9,226
127    Heavy Slop    20,504
654    Sour Distilate    77,596
642    HTU2 Chg. (sour naptha)    78,511
655    HTU2 Chg. (sour naptha)    76,750
649    HTU4 Chg.    100,000
137    Gas Oil/Sour diesel    192,000
138    Gas Oil    193,742
139    Gas Oil    74,792
142    Gas Oil    191,563
143    Gas Oil    191,570
159    Slurry    9,778
167    Slurry    8,908
650    ULSD Dock    36,000
178    VTB Sales    80,000
192       DEMO
212    Coker Chg. (VTB)    96,951
658    Coker Chg (VTB)    96,436
215    AV Jet    67,529
216    Alkylate    72,618

 

Exhibit E-1


TANK ID NUMBER

  

CURRENT

SERVICE/PRODUCT

  

NOMINAL CAPACITY, BBLS

218    Gas Oil    77,675
219    Reformate    71,466
220    Light Naptha    71,495
221    Intermediate Naptha    71,508
222    Intermediate Naptha    71,509
223    Reformate    72,893
224    Jet Fuel    71,534
225    HTU1 Chg, kerosene    28,882
226    Finish Gasoline    27,679
227    Natural Gasoline    27,701
230    Diesel (RAM)    4,780
231    Diesel (RAM)    1,923
250    FCCU Gasoline    75,354
251    FCCU Gasoline    75,968
252    FCCU Gasoline    75,968
253    Isom (Pentanes)    74,653
254    Isopentane    19,318
255    Isopentane    19,318
256    TEL Wash    950
447    Finish Gasoline    17,730
448    Gasoline    16,109
453    Ethanol    5,121
457    HTU3 Chg, LSR    32,690

 

Exhibit E-1


TANK ID NUMBER

  

CURRENT

SERVICE/PRODUCT

  

NOMINAL CAPACITY, BBLS

458    Isomerate    32,690
490    ULSD    116,094
600    Propane    625
601    Propane    625
602    Propane    625
603    Propane    625
604    Propane    625
605    Propane    625
606    Propane    625
607    Propane    625
608    Propane    625
609    Propane    625
610    Propane    625
611    Propane    625
612    Propane    625
613    Propane    625
614    Propane    625
615    Propane    625
616    Propane    625
617    Propane    625
618    Propane    625
619    Propane    625
620    Propane    575

 

Exhibit E-1


TANK ID NUMBER

  

CURRENT

SERVICE/PRODUCT

  

NOMINAL CAPACITY, BBLS

621    Propane    100
640    Coker Chg (VTB)    66,859
641    Biodiesel    6,813
647    Naptha/Diesel    76,600
651    Heavy Atmospheric Gas Oil (HAGO)    32,346
653    Heavy Atmospheric Gas Oil (HAGO)    32,344
656    Diesel (Ram Oil)    500
657    Diesel (Ram Oil)    500

 

2.

The Refined Products Truck Loading Rack located on the Land described under “Refined Products Truck Loading Rack” on Exhibit F-1.

 

3.

The Propane Truck Loading Rack located on the Land described under “Propane Truck Loading Rack” on Exhibit F-1.

 

Exhibit E-1


Exhibit E-2

to

Seventh Amended and Restated Master Lease and Access Agreement

 

Applicable Assets: Cheyenne Refinery Complex (Cheyenne Logistics)

 

1.

The following storage tanks located on the Land described under “Storage Tanks” on Exhibit F-2.

 

TANK ID NUMBER

  

CURRENT

SERVICE/PRODUCT

  

NOMINAL CAPACITY, BBLS3

1-107    Intermediate Distillate    69,942
1-013       DEMO
1-014    Low Sul. Diesel    24,677
1-015    No Lead Gas    24,677
1-016    Ethanol    2,564
1-017    Prem. No Lead Gas    5,034
1-020       DEMO
1-021    Sweet Naphtha / VRU    9,867
1-027    Premium No Lead Service    5,038
1-028       DEMO
1-029       DEMO
1-032    Diesel    10,124
1-033       DEMO
1-040       DEMO
1-048       DEMO
1-049       DEMO
1-050       DEMO

 

3 

Nominal capacity is approximate

 

Exhibit E-2


TANK ID NUMBER

  

CURRENT

SERVICE/PRODUCT

  

NOMINAL CAPACITY, BBLS3

1-051       DEMO
1-052    PG 58-28 (Asphalt)    72,017
1-053    FCCU Slurry    13,506
1-054    FCCU Slurry    24,938
1-055       DEMO
1-056       DEMO
1-058       DEMO
1-090       DEMO
1-091    Water Service    69,965
1-093       DEMO
1-094       DEMO
1-095       DEMO
1-106    Naphtha    120,000
1-108    Distillate    107,000
1-117       DEMO
2-015    ULSD    29,114
2-016    Diesel    28,046
2-017    UC Crack (LCO / Coker Distillate)    28,562
2-020    Gas Oil    10,746
2-021    Gas Oil    10,746
2-022    UC Crack (LCO / Coker Distillate)    9,731

 

Exhibit E-2


TANK ID NUMBER

  

CURRENT

SERVICE/PRODUCT

  

NOMINAL CAPACITY, BBLS3

2-023    Coker Gas Oil    10,583
2-028    Cat Gas Oil    80,153
2-034    Reformate    23,234
2-035    Alkylate    24,190
2-036       DEMO
2-060    Burner/Distillate    9,846
2-061    Sweet Naphtha    10,096
2-062    Naphtha    9,970
2-063    Crude HSR    10,096
2-067       9,577
2-070    Sub Grade No Lead Gas    32,608
2-071    Premium No Lead Gas    32,612
2-072    Crude    80,581
2-073    Crude    80,551
2-074    Crude    79,766
2-075    Finished NL Gasoline    80,278
2-100    LSR/LSG    41,978
2-101    Soybean Oil Feed    67,021
2-102    No Lead Gas    80,278
2-104    Reformate    54,749
2-105    Cat Gas Oil    54,954
2-118    Light Straight Run    40,609
2-119    FCCU Cat Gas    40,609
2-161    Finished Diesel    40,485

 

Exhibit E-2


2.

The Refined Products Truck Loading Rack, including the Vapor Recovery Unit, located on the Land described under “Refined Products Truck Loading Rack” on Exhibit F-2.

 

3.

The two Propane Loading Spots located on the Land described under “Propane Loading Spots” on Exhibit F-2.

 

4.

The four Crude Oil LACTS Units located on the Land described under “Crude Oil LACTS Units” on Exhibit F-2.

 

5.

The Crude Receiving Pipeline located on the Land described under “Crude Receiving Pipeline” on Exhibit F-2.

 

Exhibit E-2


Exhibit E-3

to

Seventh Amended and Restated Master Lease and Access Agreement

 

Applicable Assets: Tulsa Refinery Complex

 

A.

Group 1 Assets located on the land described on Exhibit F-3

 

  1.

The following storage tanks located at the Tulsa East Refinery:

 

TANK ID

  

REFINED PRODUCT

  

CAPACITY (BBLS)

10A    ULSD #2 (XT)    67,145
11A    ULSD #2 (XT)    64,382
12    Naphtha    32,000
45    Decant    5,700
102    Kerosene    37,500
103    Kerosene    37,500
104A    ULSD #2 (XT)    37,500
110A    ULSD #2    67,145
111       DEMO
115A    ULSD #2 (XT)    151,000
215    ULSD #2 (XT)    151,000
116A    Kerosene    50,860
117    ULSD #2 (XT)    63,000
444A    Gasoline Blendstock    32,832
450A    Premium Unleaded    12,000
451       DEMO
452A    USLD #2 (XT)    12,000
464A    Unleaded Regular    80,000
465A    Unleaded Regular    79,320
466    Unleaded Regular    79,320
467A    Unleaded Regular    80,000
470A    Unleaded Regular    151,020
472    Unleaded Regular    151,000
473A    Premium Unleaded (ST)    151,020
601    Unleaded Regular    19,000
602    Premium Unleaded (ST)    10,000
603    Out of Service    DEMO
605    Ethanol    5,000
606    Empty    500

 

Exhibit E-3


  2.

The Asphalt Truck Loading Rack

 

  3.

The Propane Truck Loading Rack

 

  4.

The Gasoline/Diesel/Jet Fuel Truck Loading Rack

 

  5.

Two Product Delivery Pipelines

 

B.

Group 2 Assets located on the land described on Exhibit F-3

 

  1.

The following storage tanks located at the Tulsa East Refinery:

 

TANK ID

  

CURRENT SERVICE

  

CAPACITY (BBLS)

1    Crude    130,450
2    Crude    130,000
3    Crude    116,579
8    Crude    130,233
123    CSO    37,500
471A    Unleaded Regular    151,020
107A    Flux/Asphalt    55,954
108A    Flux/Asphalt    37,500
109    Flux/Asphalt    37,500
125    Flux/Asphalt    37,500
131    Flux/Asphalt    37,500
442       DEMO
445A    Gasoline blendstock    32,787
446       DEMO
460    LSR    80,000
461A    LSR    80,000
17    FCCU LCO    37,500
114    Raw Diesel    131,000
9    Raw gas oil    150,260
15    Raw gas oil    130,000
16    Raw gas oil-Sour    151,078
6A    Raw naphtha    69,082
4    Scanfiner feed    120,566
40    Raw gas oil    5,734
41    CSO    4,032
34    Truck loading-64/22 asphalt    11,798
36A    Truck loading-58/28 asphalt    11,500
124A    Flux/Asphalt    37,500
18A    Slop    37,500

 

Exhibit E-3


31    Slop    15,000
7A    Naphtha    69,082
14    Naphtha    55,000

 

  2.

The Rail Loading Rack

 

  3.

The Truck Unloading Rack

 

C.

Tulsa West Crude Tanks located on the land described on Exhibit F-3

The following storage tanks located at the Tulsa West Refinery:

 

TANK ID NUMBER

  

CURRENT

SERVICE/PRODUCT

  

NOMINAL CAPACITY, BBLS

13    Crude/Lef    55,000
186    Crude/Lef    55,000
187    Crude/Lef    55,000
188    Crude/Lef    55,000
244    Crude/Lef    55,000
874    Crude/Lef    121,000

 

D.

Tulsa Rail and Truck Racks located on the land described on Exhibit F-3

 

  1.

Lube Oil Rail Rack

 

  2.

Wax Rail Rack

 

  3.

Black Oil Rail Rack

 

  4.

Lube Oil Truck Rack

 

  5.

Extract Truck Rack

 

  6.

Wax Truck Rack

 

  7.

Extract Rail Rack

 

  8.

Bright Stock Rail Rack, Diesel Rail Rack, L70 Rail Rack

 

  9.

SW MEK Tank 702 Truck Rack

 

Exhibit E-3


Exhibit E-4

to

Seventh Amended and Restated Master Lease and Access Agreement

 

Applicable Assets: Woods Cross Refinery Complex

(excluding the Woods Cross Pipeline Pad)

 

1.

Crude oil tanks identified as numbers 103, 121 and 126 located on the land described on Exhibit F-4.

 

Exhibit E-4


Exhibit E-5

to

Seventh Amended and Restated Master Lease and Access Agreement

 

Applicable Assets: Woods Cross Pipeline Pad

 

1.

12” HEP to UNEV refined products pipeline origin trap and piping, associated SCADA Control building and satellite dish.

 

2.

8” HEP to Chevron refined products pipeline origin trap and piping.

 

3.

10” HEP to Pioneer refined products pipeline origin trap and piping.

 

4.

All equipment, machinery, fixtures and other tangible personal property and improvements used or held for use exclusively in connection with the assets described above, to the extent currently owned by the Relevant Asset Owner.

 

5.

All other assets used or held for use exclusively in connection with or constituting the assets described above, to the extent owned by the Relevant Asset Owner.

 

Exhibit E-5


Exhibit E-6

to

Seventh Amended and Restated Master Lease and Access Agreement

 

Applicable Assets: Navajo Refinery Complex

(excluding the Truck Rack, the Artesia Blending Station, the Artesia Pump and Receiving Stations and the LACT Units)

 

1.

Crude oil tanks identified as numbers 437 and 1225 (replacement tank for tank 439) located on the land described on Exhibit F-6.

 

2.

Refined products tanks identified as Tanks 0020, 0021, 0022 and 0023 located on the land described on Exhibit F-6.

 

Exhibit E-6


Exhibit E-7

to

Seventh Amended and Restated Master Lease and Access Agreement

 

Applicable Assets: Artesia Pump and Receiving Stations

 

1.

El Paso 8”/12” Products Pipeline Originating Pump Station

 

2.

Four Corners 12” Products Pipeline Originating Pump Station

 

3.

Lovington 8” Pipeline Receiving Station

 

4.

Lovington 10” Pipeline Receiving Station

 

5.

Lovington 16” Pipeline Receiving Station

 

6.

Natural Gas 8” Pipeline Receiving Station

 

7.

El Paso 6” Pipeline Pump Station

 

8.

Roswell 4” Pipeline Pump Station

 

9.

All equipment, machinery, fixtures and other tangible personal property and improvements used or held for use exclusively in connection with the assets described above, to the extent currently owned by the Relevant Asset Owner.

 

10.

All other assets used or held for use exclusively in connection with or constituting the assets described above, to the extent owned by the Relevant Asset Owner.

 

Exhibit E-7


Exhibit E-8

to

Seventh Amended and Restated Master Lease and Access Agreement

 

Applicable Assets: El Dorado Refinery Complex (for El Dorado Operating)

The following located on the land described on Exhibit F-8

 

1.

Hydrogen Generation Unit within the El Dorado Refinery Complex. The unit has nameplate capacity to produce 17mm standard cubic feet of hydrogen per day, using a feedstock primarily composed of natural gas (methane).

 

2.

Naphtha Fractionation Unit within the El Dorado Refinery Complex. The unit has a nameplate capacity of 48,000 barrels per day of naphtha feedstock input and produces assorted intermediate and final petroleum products.

 

Exhibit E-8


Exhibit E-9

to

Seventh Amended and Restated Master Lease and Access Agreement

 

Applicable Assets: Woods Cross Refinery Complex (for Woods Cross Operating)

The following located on the land described on Exhibit F-9

 

1.

“Crude Unit 2” is an atmospheric distillation tower within the Woods Cross Refinery Complex, with a nameplate capacity of 15,000 barrels per day.

 

2.

“FCC Unit 2” is a fluid catalytic cracking unit within the Woods Cross Refinery Complex, with a nameplate capacity of 8,000 barrels per day.

 

3.

“Polymerization Unit” is a polymerization unit within the Woods Cross Refinery Complex, a nameplate capacity of up to 2,500 barrels per day.

 

Exhibit E-9


Exhibit E-10

to

Seventh Amended and Restated Master Lease and Access Agreement

 

Applicable Assets: Navajo Refinery Complex

LACT Units #6007102, #6007102, and the easternmost LACT Unit located in Lane 3 on the land

described on Exhibit F-10 and all related equipment

 

1.

LACT Units #6007102, #6007103, and the easternmost LACT Unit located in Lane 3 on the land described on Exhibit F-10 and all related equipment.

 

Exhibit E-10


Exhibit E-11

to

Seventh Amended and Restated Master Lease and Access Agreement

 

Applicable Assets: Casper Refinery Complex

 

1.

The truck rack located on the land described on Exhibit F-11 and all related equipment.

 

2.

Tank 227 located on the land described on Exhibit F-11 and all related equipment.

 

Exhibit E-11


Exhibit E-12

to

Seventh Amended and Restated Master Lease and Access Agreement

 

Applicable Assets: Sinclair Refinery Complex

 

1.

The truck rack located on the land described on Exhibit F-12 and all related equipment.

 

Exhibit E-12


Exhibit F

to

Seventh Amended and Restated Master Lease and Access Agreement

 

 

Description of Applicable Premises

 

  1.

El Dorado Refinery Complex (for El Dorado Logistics)

[See Exhibit F-1]

 

  2.

Cheyenne Refinery Complex

[See Exhibit F-2]

 

  3.

Tulsa Refinery Complex

[See Exhibit F-3]

 

  4.

Woods Cross Refinery Complex (excluding the Woods Cross Pipeline Pad)

[See Exhibit F-4]

 

  5.

Woods Cross Pipeline Pad

[See Exhibit F-5]

 

  6.

Navajo Refinery Complex (excluding the Truck Rack, the Artesia Blending Station, the Artesia Pump and Receiving Stations and the LACT Units)

[See Exhibit F-6]

 

  7.

Artesia Pump and Receiving Stations

[See Exhibit F-7]

 

  8.

El Dorado Refinery Complex (for El Dorado Operating)

[See Exhibit F-8]

 

  9.

Woods Cross Refinery Complex (for Woods Cross Operating)

[See Exhibit F-9]

 

  10.

Navajo Refinery Complex (LACT Units)

[See Exhibit F-10]

 

Exhibit F


  11.

Casper Refinery Complex

[See Exhibit F-11]

 

  12.

Sinclair Refinery Complex

[See Exhibit F-12]

For the avoidance of doubt, the Applicable Premises as to Tankage includes only that portion of the land described above upon which the Applicable Assets are situated and does not extend beyond the circular footprint of such Applicable Assets, the legal descriptions set forth herein notwithstanding.

 

Exhibit F


Exhibit F-1

to

Seventh Amended and Restated Master Lease and Access Agreement

 

 

[Legal Description for El Dorado Refinery Complex]

Storage Tanks

Tract 1

(Tanks 3, 15, and 448)

A tract of land lying in the Southeast Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the said Southeast Quarter, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 32°39’24” East a distance of 1,674.34 feet to the POINT OF BEGINNING;

THENCE North 90°00’00” East a distance of 76.12 feet;

THENCE South 01°41’08” East a distance of 193.10 feet;

THENCE South 87°48’56” East a distance of 148.93 feet;

THENCE South 00°58’18” East a distance of 135.27 feet;

THENCE North 87°33’48” West a distance of 160.50 feet;

THENCE North 89°06’29” West a distance of 122.95 feet;

THENCE South 00°20’29” East a distance of 129.20 feet;

THENCE South 89°32’57” West a distance of 97.73 feet;

THENCE North 01°15’33” West a distance of 274.71 feet;

THENCE North 47°02’18” East a distance of 68.31 feet;

THENCE North 90°00’00” East a distance of 102.25 feet;

THENCE North 00°29’09” East a distance of 133.98 feet to the POINT OF BEGINNING.

Said tract of land containing 87,220 square feet or 2.0023 acres more or less.

 

Exhibit F-1


Tract 2

(Tank 16)

A tract of land lying in the Southeast Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the said Southeast Quarter, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 20°04’17” East a distance of 2,155.66 feet to the POINT OF BEGINNING;

THENCE North 88°49’54” East a distance of 111.73 feet;

THENCE South 00°00’00” West a distance of 104.04 feet;

THENCE North 73°01’07” West a distance of 114.41 feet;

THENCE North 01°54’37” West a distance of 68.39 feet to the POINT OF BEGINNING.

Said tract of land containing 9,512 square feet or 0.2184 acres more or less.

Tract 3

(Tanks 17, 642, 650 and 447)

A tract of land lying in the South Half of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the Southeast Quarter of said Section 10, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 11°35’46” West a distance of 1,415.56 feet to the POINT OF BEGINNING;

THENCE North 88°54’16” East a distance of 969.62 feet;

THENCE South 00°10’29” West a distance of 173.43 feet;

THENCE North 89°52’18” West a distance of 296.67 feet;

THENCE South 00°18’30” East a distance of 135.24 feet;

THENCE South 89°39’45” West a distance of 664.39 feet;

THENCE North 01°40’43” West a distance of 293.51 feet to the POINT OF BEGINNING.

Said tract of land containing 249,588 square feet or 5.7298 acres more or less.

 

Exhibit F-1


Tract 4

(Tanks 18, 19, 20, 32, 64, 65, 75, and 78)

A tract of land lying in the Southeast Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the said Southeast Quarter, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 21°40’09” East a distance of 271.04 feet to the POINT OF BEGINNING;

THENCE North 90°00’00” East a distance of 393.08 feet;

THENCE North 68°12’37” East a distance of 124.83 feet;

THENCE South 89°29’19” East a distance of 112.89 feet;

THENCE South 00°03’51” East a distance of 753.65 feet;

THENCE North 89°22’39” West a distance of 164.23 feet;

THENCE South 00°37’23” West a distance of 164.14 feet;

THENCE South 88°59’44” West a distance of 101.76 feet;

THENCE North 01°01’21” West a distance of 80.96 feet;

THENCE North 89°41’01” West a distance of 111.36 feet;

THENCE South 00°00’43” East a distance of 221.61 feet;

THENCE North 88°49’10” West a distance of 214.01 feet;

THENCE North 05°15’42” West a distance of 444.99 feet;

THENCE North 01°16’34” East a distance of 565.11 feet to the POINT OF BEGINNING.

Said tract of land containing 547,812 square feet or 12.5760 acres more or less.

Tract 5

(Tanks 21, 23, 24, 31, 654, 225, 226, 227, 490 and 641)

A tract of land lying in the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northeast corner of the said Southwest Quarter, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 88°24’26” West, along the north line of said Southwest Quarter, a distance of 1,325.13 feet;

THENCE South 01°03’34” East a distance of 367.57 feet to the POINT OF BEGINNING;

 

Exhibit F-1


THENCE North 87°36’17” East a distance of 205.95 feet;

THENCE North 01°21’23” West a distance of 295.87 feet;

THENCE South 89°31’50” East a distance of 254.89 feet;

THENCE South 03°51’33” East a distance of 186.25 feet;

THENCE South 44°13’56” West a distance of 107.82 feet;

THENCE South 00°03’30” West a distance of 349.66 feet;

THENCE North 87°40’25” East a distance of 332.81 feet;

THENCE North 44°22’24” East a distance of 131.44 feet;

THENCE North 02°12’14” West a distance of 271.63 feet;

THENCE South 90°00’00” West a distance of 104.46 feet;

THENCE North 00°57’20” West a distance of 250.58 feet;

THENCE North 88°25’31” East a distance of 383.91 feet;

THENCE South 02°28’23” East a distance of 305.23 feet;

THENCE South 73°43’44” East a distance of 150.78 feet;

THENCE South 07°50’03” East a distance of 396.39 feet;

THENCE South 87°40’29” West a distance of 586.33 feet;

THENCE South 03°00’15” East a distance of 378.52 feet;

THENCE South 88°37’24” West a distance of 660.09 feet;

THENCE North 03°22’06” West a distance of 360.11 feet;

THENCE North 00°47’50” East a distance of 117.28 feet;

THENCE North 34°42’44” West a distance of 71.74 feet;

THENCE North 01°03’34” West a distance of 292.29 feet to the POINT OF BEGINNING.

Said tract of land containing 861,557 square feet or 19.7786 acres more or less.

 

Exhibit F-1


Tract 6

(Tanks 215, 216 and 220)

A tract of land lying in the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northeast corner of the said Southwest Quarter, from whence the northwest corner of said Southwest Quarter bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 88°24’26” West, along the north line of said Southwest Quarter, a distance of 1,325.13 feet;

THENCE South 01°03’34” East a distance of 659.86 feet;

THENCE South 88°22’51” West a distance of 69.13 feet to the POINT OF BEGINNING;

THENCE South 00°23’41” East a distance of 649.43 feet;

THENCE South 51°54’01” West a distance of 129.14 feet;

THENCE South 01°57’31” East a distance of 116.60 feet;

THENCE South 42°49’35” East a distance of 148.03 feet;

THENCE South 00°18’42” West a distance of 187.73 feet;

THENCE South 88°14’37” West a distance of 301.63 feet;

THENCE North 02°28’43” West a distance of 1,142.50 feet;

THENCE North 88°22’51” East a distance of 344.60 feet to the POINT OF BEGINNING.

Said tract of land containing 348,642 square feet or 8.0037 acres more or less.

Tract 7

(Tanks 219, 221, 222, 223, 224, 250, 251, and 252)

A tract of land lying in the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northeast corner of the said Southwest Quarter, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 88°24’26” West, along the north line of said Southwest Quarter, a distance of 1,325.13 feet;

THENCE South 01°03’34” East a distance of 659.86 feet;

THENCE South 88°22’51” West a distance of 543.81 feet to the POINT OF BEGINNING;

THENCE South 00°13’26” West a distance of 212.34 feet;

THENCE South 50°35’42” West a distance of 96.96 feet;

 

Exhibit F-1


THENCE South 00°19’06” West a distance of 133.48 feet;

THENCE South 61°15’16” East a distance of 95.60 feet;

THENCE South 02°58’18” East a distance of 1,328.34 feet;

THENCE South 45°00’29” West a distance of 167.07 feet;

THENCE North 82°34’14” West a distance of 168.65 feet;

THENCE North 29°08’28” West a distance of 126.92 feet;

THENCE North 02°25’20” West a distance of 642.84 feet;

THENCE North 89°47’54” West a distance of 350.79 feet;

THENCE North 01°55’16” West a distance of 1,103.08 feet;

THENCE North 88°22’51” East a distance of 686.21 feet to the POINT OF BEGINNING.

Said tract of land containing 998,424 square feet or 22.9207 acres more or less.

Tract 8

(Tank 218)

A tract of land lying in the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northeast corner of the said Southwest Quarter, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 34°03’37” West a distance of 2,849.63 feet to the POINT OF BEGINNING;

THENCE South 88°56’22” East a distance of 86.29 feet;

THENCE South 52°23’25” East a distance of 114.29 feet;

THENCE South 04°00’10” East a distance of 129.69 feet;

THENCE South 87°47’37” West a distance of 262.75 feet;

THENCE North 04°11’10” West a distance of 131.33 feet;

THENCE North 47°12’38” East a distance of 117.57 feet to the POINT OF BEGINNING.

Said tract of land containing 47,374 square feet or 1.0876 acres more or less.

 

Exhibit F-1


Tract 9

(Tanks 655, 649, 137, 138 and 139)

A tract of land lying in the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northeast corner of the said Southwest Quarter, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 40°38’07” West a distance of 1,838.56 feet to the POINT OF BEGINNING;

THENCE North 89°52’55” East a distance of 626.05 feet;

THENCE South 38°45’27” East a distance of 142.27 feet;

THENCE South 00°34’29” West a distance of 514.76 feet;

THENCE South 37°41’51” West a distance of 200.54 feet;

THENCE South 88°37’07” West a distance of 324.57 feet;

THENCE South 01°24’13” East a distance of 445.50 feet;

THENCE South 87°42’39” West a distance of 227.55 feet;

THENCE North 41°39’02” West a distance of 131.37 feet;

THENCE North 01°20’52” West a distance of 1,059.76 feet;

THENCE North 36°53’11” East a distance of 109.68 feet to the POINT OF BEGINNING.

Said tract of land containing 727,128 square feet or 16.6926 acres more or less.

Tract 10

(Tanks 142 and 143)

A tract of land lying in the Northwest Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the said Northwest Quarter of Section 15, from whence the northwest corner of the Southwest Quarter of Section 10, T26S, R5E, Sixth Principal Meridian bears North 00°55’11” West a distance of 2644.19 feet;

THENCE South 09°57’01” East a distance of 492.35 feet to the POINT OF BEGINNING;

THENCE North 88°29’25” East a distance of 502.80 feet;

THENCE South 62°40’57” East a distance of 63.92 feet;

THENCE South 02°58’50” East a distance of 345.87 feet;

 

Exhibit F-1


THENCE South 86°20’48” West a distance of 564.35 feet;

THENCE North 02°02’46” West a distance of 397.70 feet to the POINT OF BEGINNING.

Said tract of land containing 216,393 square feet or 4.9677 acres more or less.

Tract 11

(Tanks 254, 255 and 256)

A tract of land lying in the Northwest Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the said Northwest Quarter of Section 15, from whence the northwest corner of the Southwest Quarter of Section 10, T26S, R5E, Sixth Principal Meridian bears North 00°55’11” West a distance of 2644.19 feet;

THENCE South 79°15’07” East a distance of 773.84 feet to the POINT OF BEGINNING;

THENCE North 86°28’46” East a distance of 53.25 feet;

THENCE South 02°46’48” East a distance of 84.29 feet;

THENCE South 00°25’57” East a distance of 216.62 feet;

THENCE South 90°00’00” West a distance of 101.39 feet;

THENCE North 02°37’59” West a distance of 213.57 feet;

THENCE North 85°32’03” East a distance of 52.49 feet;

THENCE North 00°00’00” East a distance of 80.11 feet to the POINT OF BEGINNING.

Said tract of land containing 27,360 square feet or 0.6281 acres more or less.

Tract 12

(Tanks 178, 212, 658, 230, and 231)

A tract of land lying in the Northeast Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the Northwest Quarter of said Section 15, from whence the northwest corner of the Southwest Quarter of Section 10, T26S, R5E, Sixth Principal Meridian bears North 00°55’11” West a distance of 2644.19 feet;

THENCE South 85°06’15” East a distance of 2,940.18 feet to the POINT OF BEGINNING;

THENCE North 86°03’54” East a distance of 311.95 feet;

 

Exhibit F-1


THENCE North 01°23’53” West a distance of 20.44 feet;

THENCE North 89°55’17” East a distance of 90.83 feet;

THENCE South 05°33’23” East a distance of 56.08 feet;

THENCE South 56°05’10” West a distance of 250.51 feet;

THENCE South 02°24’10” East a distance of 390.70 feet;

THENCE South 88°55’11” West a distance of 200.37 feet;

THENCE North 01°34’52” West a distance of 547.97 feet to the POINT OF BEGINNING.

Said tract of land containing 132,389 square feet or 3.0392 acres more or less.

Tract 13

(Tanks 159 and 167)

A tract of land lying in the Northeast Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the Northwest Quarter of said Section 15, from whence the northwest corner of the Southwest Quarter of Section 10, T26S, R5E, Sixth Principal Meridian bears North 00°55’11” West a distance of 2644.19 feet;

THENCE North 88°43’03” East a distance of 3,230.68 feet to the POINT OF BEGINNING;

THENCE North 84°50’40” East a distance of 88.48 feet;

THENCE South 01°50’55” East a distance of 151.75 feet;

THENCE South 87°42’39” West a distance of 91.86 feet;

THENCE North 00°28’33” West a distance of 147.39 feet to the POINT OF BEGINNING.

Said tract of land containing 13,468 square feet or 0.3092 acres more or less.

Tract 15

(Tank 127)

A tract of land lying in the Southeast Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the said Southeast Quarter, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 06°28’34” East a distance of 2,059.89 feet to the POINT OF BEGINNING;

THENCE North 88°10’23” East a distance of 71.34 feet;

 

Exhibit F-1


THENCE South 00°00’00” West a distance of 75.05 feet;

THENCE South 88°06’47” West a distance of 69.07 feet;

THENCE North 01°44’12” West a distance of 75.09 feet to the POINT OF BEGINNING.

Said tract of land containing 5,269 square feet or 0.1210 acres more or less.

Tract 16

(Tanks 29, 30 and 66)

A tract of land lying in the Southeast Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the said Southeast Quarter, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 03°42’00” East a distance of 1,759.51 feet to the POINT OF BEGINNING;

THENCE North 90°00’00” East a distance of 403.67 feet;

THENCE South 00°22’16” East a distance of 330.67 feet;

THENCE North 89°28’46” West a distance of 117.79 feet;

THENCE North 33°56’44” West a distance of 141.90 feet;

THENCE West a distance of 200.23 feet;

THENCE North 02°18’54” West a distance of 212.06 feet to the POINT OF BEGINNING.

Said tract of land containing 103,314 square feet or 2.3718 acres more or less.

Tract 17

(Tank 453)

A tract of land lying in the Southeast Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the said Southeast Quarter, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 23°15’01” East a distance of 2,282.23 feet to the POINT OF BEGINNING;

THENCE North 80°38’00” East a distance of 79.33 feet;

THENCE South 02°43’41” East a distance of 79.83 feet;

 

Exhibit F-1


THENCE South 87°44’00” West a distance of 76.81 feet;

THENCE North 04°21’13” West a distance of 70.07 feet to the POINT OF BEGINNING.

Said tract of land containing 5,834 square feet or 0.1339 acres more or less.

Tract 18

(Tanks 253)

A tract of land lying in the Northwest Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the said Northwest Quarter of Section 15, from whence the northwest corner of the Southwest Quarter of Section 10, T26S, R5E, Sixth Principal Meridian bears North 00°55’11” West a distance of 2644.19 feet;

THENCE South 86°51’28” East a distance of 958.25 feet to the POINT OF BEGINNING;

THENCE North 87°00’38” East a distance of 220.65 feet;

THENCE South 03°00’49” East a distance of 218.94 feet;

THENCE South 90°00’00” West a distance of 223.64 feet;

THENCE North 02°16’23” West a distance of 207.30 feet to the POINT OF BEGINNING.

Said tract of land containing 47,316 square feet or 1.0862 acres more or less.

Tract 19

(Tanks 457 and 458)

A tract of land lying in the Northwest Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the said Northwest Quarter of Section 15, from whence the northwest corner of the Southwest Quarter of Section 10, T26S, R5E, Sixth Principal Meridian bears North 00°55’11” West a distance of 2644.19 feet;

THENCE South 55°24’56” East a distance of 937.55 feet to the POINT OF BEGINNING;

THENCE North 88°27’38” East a distance of 153.75 feet;

THENCE South 02°19’34” East a distance of 325.75 feet;

THENCE South 89°03’40” West a distance of 151.24 feet;

THENCE North 02°46’32” West a distance of 324.21 feet to the POINT OF BEGINNING.

 

Exhibit F-1


Said tract of land containing 49,544 square feet or 1.1374 acres more or less.

Tract 20

(Tank 640)

A tract of land lying in the Northeast Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the Northwest Quarter of said Section 15, from whence the northwest corner of the Southwest Quarter of Section 10, T26S, R5E, Sixth Principal Meridian bears North 00°55’11” West a distance of 2644.19 feet;

THENCE North 88°28’37” East a distance of 2,901.96 feet to the POINT OF BEGINNING;

THENCE continuing North 88°28’37” East a distance of 161.88 feet;

THENCE South 01°09’07” East a distance of 166.25 feet;

THENCE South 89°49’48” West a distance of 161.29 feet;

THENCE North 01°21’57” West a distance of 162.44 feet to the POINT OF BEGINNING.

Said tract of land containing 26,553 square feet or 0.6096 acres more or less.

Tract 21

(Tank 647)

A tract of land lying in the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northeast corner of the said Southwest Quarter, from whence the northwest corner of the Southwest Quarter of said Section 10 bears South 88°24’26” West a distance of 2650.26 feet;

THENCE South 88°24’26” West, along the north line of said Southwest Quarter, a distance of 869.29 feet;

THENCE South 03°51’33” East a distance of 264.28 feet;

THENCE South 44°13’56” West a distance of 107.82 feet to the POINT OF BEGINNING;

THENCE North 90°00’00” East a distance of 414.78 feet;

THENCE South 02°12’14” East a distance of 242.38 feet;

THENCE South 44°22’24” West a distance of 131.44 feet;

THENCE South 87°40’25” West a distance of 332.81 feet;

 

Exhibit F-1


THENCE North 00°03’30” East a distance of 349.66 feet to the POINT OF BEGINNING.

Said tract of land containing 139,420 square feet or 3.2006 acres, more or less.

Refined Products Truck Loading Rack

Tract 22

A tract of land lying in the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the southwest corner of the said Southwest Quarter of Section 10, from whence the northwest corner of the Southwest Quarter of Section 10, T26S, R5E, Sixth Principal Meridian bears North 00°55’11” West a distance of 2644.19 feet;

THENCE North 33°26’24” East a distance of 92.46 feet to the POINT OF BEGINNING;

THENCE North 00°54’02” West a distance of 138.96 feet;

THENCE North 06°15’19” West a distance of 148.36 feet;

THENCE North 01°00’00” West a distance of 339.22 feet;

THENCE North 01°59’23” West a distance of 106.61 feet;

THENCE North 89°03’14” East a distance of 359.11 feet;

THENCE South 00°54’13” East a distance of 376.13 feet;

THENCE South 86°14’59” West a distance of 11.84 feet;

THENCE South 00°57’00” East a distance of 387.49 feet;

THENCE South 89°26’08” West a distance of 309.78 feet;

THENCE North 36°44’24” West a distance of 36.56 feet to the POINT OF BEGINNING.

Said tract of land containing 264,128 square feet or 6.0635 acres more or less.

 

Exhibit F-1


Propane Tank Loading Rack and Tanks 600-621

Tract 23

A tract of land lying in the Southeast Quarter of Section 9, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the southeast corner of the said Southeast Quarter of Section 9, from whence the northeast corner of the Southeast Quarter of Section 9, T26S, R5E, Sixth Principal Meridian bears North 00°55’11” West a distance of 2644.19 feet;

THENCE North 08°04’04” West a distance of 963.22 feet to the POINT OF BEGINNING;

THENCE South 88°56’02” West a distance of 354.67 feet;

THENCE North 01°31’06” West a distance of 361.38 feet;

THENCE North 45°34’52” West a distance of 273.12 feet;

THENCE North 00°53’06” West a distance of 297.39 feet;

THENCE North 88°50’01” East a distance of 548.73 feet;

THENCE South 01°01’16” East a distance of 854.46 feet to the POINT OF BEGINNING.

Said tract of land containing 380,628 square feet or 8.7380 acres more or less.

Tract 24

Tank #651, 653, 656 and 657

A tract of land lying in the Northeast Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas, and being more particularly described as follows:

COMMENCING at the northwest corner of the Northwest Quarter of said Section 15, from whence the northwest corner of the Southwest Quarter of Section 10, T26S, R5E, Sixth Principal Meridian bears North 00°55’11” West a distance of 2644.19 feet;

THENCE North 88°28’37” East a distance of 3,063.84 feet to the POINT OF BEGINNING;

THENCE continuing North 88°28’37” East a distance of 167.06 feet;

THENCE South 00°28’33” East a distance of 294.99 feet;

THENCE North 89°55’17” East a distance of 7.96 feet;

THENCE South 01°23’53” East a distance of 20.44 feet;

THENCE South 86°03’54” West a distance of 171.82 feet;

THENCE North 01°09’07” West a distance of 322.82 feet to the POINT OF BEGINNING.

Said tract of land containing 52,919 square feet or 1.2149 acres more or less.

Tract 25

[Intentionally Omitted]

 

Exhibit F-1


Exhibit F-2

to

Seventh Amended and Restated Master Lease and Access Agreement

 

 

[Legal Description for Cheyenne Refinery Complex]

Refined Products Truck Loading Rack

Parcel 1

(Refined Products Truck Loading Rack)

A parcel situate in the NE1/4 of Section 5, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel defined at the “Refined Products Loading Rack”. The boundary of said parcel being more particularly described as follows:

Beginning at the northeast corner of said parcel, said corner being 2618.15 feet S42°52’48”W of the NE corner of Section 5; thence S77°12’49”E a distance of 263.13 feet (80.201 meters) to a point; thence S26°12’16”E a distance of 367.85 feet (112.122meters) to a point; thence S 63°47’44”W a distance of 250.00 feet (76.200 meters) to a point; thence N26°12’16”W a distance of 533.41 feet (162.584 meters) to a point; thence N63°47’44”E a distance of 45.49 feet (13.864 meters) to the Point of Beginning.

The above parcel of land containing 2.7 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Storage Tanks

Parcel 2

(Tanks 1-014, 1-015, 1-016, 1-017, 1-021, 1-027,

1-032, 1-106, 1-107 and 1-108)

A parcel situate in the NE1/4 of Section 5, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel encompassing the following tanks: 106, 107, 13, 14, 15, 16, 17, 21, 27, 32, 33, 40, 48, 49 and 108. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner, said corner being 2401.59 feet S48°27’49”W of the NE corner of Section 5; thence N63°49’26”E a distance of 220.00 feet (67.056 meters) to a point; thence N26°12’ 16“W a distance of 100.00 feet (30.48 meters) to a point; thence N63°49’26“E a distance of 245.00 feet (74.676 meters) to a point; thence S26°12’16”E a distance of 634.22 feet (193.311 meters) to a point; thence N63°47’44”E a distance of 85.00 feet (25.908 meters) to a point; thence S26°12’16”E a distance of 90.00 feet (27.432 meters) to a point; thence S63°47’44”W a distance of 90.00 feet (27.432 meters) to a point; thence S26°12’16”E a distance of 195.55 feet (59.603 meters) to a point; thence S63°56’07”W a distance of 50.00 feet (15.240 meters) to a point; thence N26°12’16”W a distance of 195.42 feet (59.566 meters) to a point; thence S63°47’44”W a distance of 75.00 feet (22.860 meters) to a point; thence S26°12’16”E a distance of 85.00 feet (25.908 meters) to a point; thence S63°47’44”W a distance of 189.94 feet (57.893 meters) to a point; thence N26°12’16”W a distance of 85.00 feet (25.908 meters) to a point; thence N63°47’44”E a distance of 100.03 feet (30.490 meters) to a point; thence N26°10’34”W a distance of 90.00 feet (27.432 meters) to a point; thence S63°47’44”W a distance of 100.00 feet (30.480 meters) to a point; thence N26°10’34”W a distance of 279.49 feet (85.189 meters) to a point; thence S63°47’44”W a distance of 145.28 feet (44.281 meters) to a point; thence N26°12’16”W a distance of 254.96 feet (77.713 meters) to a point, said point being the Point of Beginning.

 

Exhibit F-2


The above parcel of land containing 6.0 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Parcel 3

(Tank Nos. 1-052, 1-053, 1-054, and 1-091)

A parcel situate in the NE1/4 of Section 5, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel encompassing the following tanks: 91, 54, 52 and 53. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner, said corner being 1892.53 feet S46°24’53”W of the NE corner of Section 5; to a point; thence N63°44’44”E a distance of 313.33 feet (95.502 meters) to a point; thence S26°03’53”E a distance of 142.48 feet (43.429 meters) to a point; thence N 63°56’07”E a distance of 140.00 feet (42.672 meters) to a point; thence S26°03’53”E a distance of 367.00 feet (111.862 meters) to a point; thence S 26°03’53”E a distance of 184.57 feet (56.257 meters) to a point; thence S 63°47’44”W a distance of 321.63 feet (98.034 meters) to a point; thence N26°12’16”W a distance of 90.00 feet (27.432 meters) to a point; thence N 63°47’44”E a distance of 35.00 feet (10.668 meters) to a point; thence N26°12’16”W a distance of 129.27 feet (39.400 meters) to a point; thence N63°44’44”E a distance of 80.00 feet (24.384 meters) to a point; thence N26°12’16”W a distance of 165.00 feet (50.292 meters) to a point; thence S63°44’44”W a distance of 245.00 feet (74.676 meters) to a point; thence N26°12’16”W a distance of 310.00 feet (94.488 meters) to the Point of Beginning.

The above parcel of land containing 5.1 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Parcel 6

(Tank Nos. 2-015, 2-016, 2-017, 2-020, 2-021, 2-022, 2-023, 2-028,

2-034, 2-035, 2-070, 2-071, 2-100, 2-101, 2-102, 2-104 and 2-105)

A parcel situate in the NE1/4 of Section 5 and the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel encompassing the following tanks: 15, 16, 17, 20, 21, 22, 23, 28, 34, 35, 36, 70, 71, 100, 101, 102, 104, and 105. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner, said corner being 1047.11 feet S39°14’59”W of the NE corner of Section 5; to a point; thence N63°47’10”E a distance of 736.38 feet (224.450 meters) to a point; thence N63°47’10”E a distance of 89.79 feet (27.368 meters) to a point; thence east a distance of 155.88 feet (47.513 meters) along a non-tangential curve concave north having a radius of 6010.00 feet (1831.852 meters) and a central angle of 1°29’10”; to a point; thence S00°00’00”E a distance of 191.71 feet (58.435 meters) to a point; thence S90°00’00”E a distance of 80.00 feet (24.384 meters) to a point; thence S00°00’00”W a distance of 95.00 feet (28.956 meters) to a point; thence N90°00’00”W a distance of 180.00 feet (54.864 meters) to a point; thence S00°00’00”W a distance of 195.00 feet (59.436 meters) to a point; thence N90°00’00”W a distance of 135.00 feet (41.148 meters) to a point; thence S00°00’00”W a distance of 90.00 feet (27.432 meters) to a point; thence N89°41’14”W a distance of 303.77 feet (92.589 meters) to a point; thence S00°18’46”W a distance of 155.00 feet (47.244meters) to a point; thence N82°04’49”W a distance of 169.19 feet (51.570 meters) to a point; thence N26°03’53”W a distance of 419.99 feet (128.014 meters) to the Point of Beginning.

 

Exhibit F-2


The above parcel of land containing 8.9 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Parcel 7

(Tank Nos. 2-060, 2-061, 2-062, 2-063 and 2-067)

A parcel situate in the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel encompassing the following tanks: 60, 61, 62, 63, 67. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner, said corner being 991.00 feet S09°14’44”E of the NE corner of Section 5; to a point; thence N00°00’00”E a distance of 130.00 feet (39.624 meters) to a point; thence S90°00’00”E a distance of 175.00 feet (53.340 meters) to a point; thence S00°00’00”W a distance of 75.00 feet (22.860 meters) to a point; thence N90°00’00”W a distance of 65.00 feet (19.812 meters) to a point; thence S00°00’00”W a distance of 55.00 feet (16.764 meters) to a point; thence N90°00’00”W a distance of 110.00 feet (33.528 meters) to the Point of Beginning.

The above parcel of land containing 0.4 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Parcel 8

(Tank Nos. 2-072, 2-073, 2-074 and 2-075)

A parcel situate in the NE1/4 of Section 5 and the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel encompassing the following tanks: 72, 73, 74, and 75. The boundary of said parcel being more particularly described as follows:

Beginning at the northeast corner, said corner being 1448.28 feet S15°00’04”W of the NE corner of Section 5; said corner monumented by a 34” x 24” rebar with a 1 12” aluminum cap stamped PE PLS 9283; thence N63°56’07”E a distance of 147.49 feet (44.956 meters) to a point; thence S26°03’53”E a distance of 245.00 feet (74.676 meters) to a point; thence N63°56’07”E a distance of 220.00 feet (67.056 meters) to a point; thence S26°03’53”E a distance of 400.00 feet (121.920 meters) to a point; thence S63°56’07”W a distance of 160.00 feet (48.768 meters) to a point; thence N26°03’53”W a distance of 310.00 feet (94.488 meters) to a point; thence S63°56’07”W a distance of 207.49 feet (63.244 meters) to a point; thence N26°03’53”W a distance of 269.50 feet (82.144 meters) to a point; thence N26°03’53”W a distance of 65.50 feet (19.964 meters) to the Point of Beginning.

The above parcel of land containing 2.7 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

 

Exhibit F-12


Crude Oil LACTS Units

Parcel 5

(Four Crude Oil LACTS Units)

A parcel situate in the NE1/4 of Section 5, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel encompassing the “Crude LACTS Unit”. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner, said corner being 1435.52 feet S27°15’55”W of the NE corner of Section 5; to a point; thence N63°56’07”E a distance of 160.00 feet (48.768 meters) to a point; thence S67°32’22”E a distance of 135.21 feet (41.212 meters) to a point; thence S47°28’57”W a distance of 260.20 feet (79.310 meters) to a point; thence N26°03’53”W a distance of 175.00 feet (53.340 meters) to the Point of Beginning.

The above parcel of land containing 0.7 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Propane Loading Spots

Parcel 9

(Two Propane Loading Spots)

A parcel situate in the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel defined as the “LPG Loading & Unloading Dock”. The boundary of said parcel being more particularly described as follows:

Beginning at the northeast corner, said corner being 3728.67 feet S74°53’31”W of the NE corner of Section 4; thence S02°52’25“W a distance of 200.00 feet (60.960 meters); thence N87°07’35“W a distance of 50.00 feet (15.240 meters); thence N02°52’25“E a distance of 200.00 feet (60.960 meters); thence S87°07’35“E a distance of 50.00 feet (15.240 meters) to the Point of Beginning.

The above parcel of land containing 0.2 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Crude Receiving Pipeline

Parcel 10

(Pipeline Easement)

A parcel situate in the NW1/4 of Section 4 and the NE1/4 of Section 5, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. Said parcel defined at the “Pipeline Easement”. The boundary of said parcel being more particularly described as follows:

Beginning at the northeast corner of said parcel, said corner being 527.07 feet S04°36’50”W of the NE corner of Section 5; thence S85°00’51“E a distance of 57.02 feet (17.379 meters) to a point; thence S00°38’13“W a distance of 598.12 feet (182.309 meters) to a point; thence S88°54’22“W a distance of 41.07 feet (12.519 meters) to a point; thence S02°20’56“W a distance of 70.33 feet (21.436 meters) to a point; thence N87°39’04“W a distance of 9.17 feet (2.796 meters) to a point; thence S23°42’20“W a distance of 70.42 feet (21.464 meters) to a point; thence S60°19’01“E a distance of 44.53 feet (13.572 meters) to a point; thence S09°52’15“E a distance of 134.30 feet (40.935 meters) to a point; thence S04°08’32“E a distance of 86.91 feet (26.490 meters) to a point; thence S65°23’34“W a distance of 93.43 feet (28.477 meters) to a point; thence S24°36’26“E a distance of 13.79 feet (4.203 meters) to a point; thence S78°18’41“E a distance of 58.03 feet (17.686 meters) to a point; thence S11°41’19“W a distance of 20.00

 

Exhibit F-2


feet (6.096 meters) to a point; thence N78°18’41“W a distance of 43.34 feet (13.209 meters) to a point; thence S24°36’26“E a distance of 62.13 feet (18.938 meters) to a point; thence S61°54’06“W a distance of 56.80 feet (17.314 meters) to a point; thence N27°08’41“W a distance of 32.02 feet (9.760 meters) to a point; thence S63°29’56“W a distance of 47.36 feet (14.436 meters) to a point; thence N50°44’04“W a distance of 22.69 feet (6.916 meters) to a point; thence N39°15’56“E a distance of 20.00 feet (6.096 meters) to a point; thence S50°44’04“E a distance of 9.76 feet (2.975 meters) to a point; thence N63°29’55“E a distance of 71.65 feet (21.838 meters) to a point; thence N25°02’54“W a distance of 53.17 feet (16.205 meters) to a point; thence N77°38’15“W a distance of 110.08 feet (33.552 meters) to a point; thence N29°58’48“W a distance of 25.55 feet (7.786 meters) to a point; thence N56°07’26“E a distance of 17.11 feet (5.214 meters) to a point; thence N11°55’04“W a distance of 25.72 feet (7.838 meters) to a point; thence N56°55’04“W a distance of 7.69 feet (2.344 meters) to a point; thence N33°04’56“E a distance of 20.00 feet (6.096 meters) to a point; thence S56°55’04“E a distance of 15.98 feet (4.869 meters) to a point; thence S11°55’04“E a distance of 55.35 feet (16.870 meters) to a point; thence S77°38’15“E a distance of 85.38 feet (26.025 meters) to a point; thence N65°23’34“E a distance of 91.95 feet (28.028 meters) to a point; thence N04°08’32“W a distance of 72.03 feet (21.953 meters) to a point; thence N09°52’15“W a distance of 123.88 feet (37.759 meters) to a point; thence N60°19’01“W a distance of 53.12 feet (16.192 meters) to a point; thence N23°42’20“E a distance of 109.85 feet (33.483 meters) to a point; thence N02°20’56“E a distance of 61.93 feet (18.876 meters) to a point; thence N88°54’22“E a distance of 40.50 feet (12.345 meters) to a point; thence N00°38’13“E a distance of 560.18 feet (170.744 meters) to a point; thence N85°00’51“W a distance of 38.48 feet (11.729 meters) to a point; thence N04°59’07“E a distance of 20.00 feet (6.096 meters) to the Point of Beginning.

The above parcel of land containing 0.8 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

Parcel 12

(Tank #2-118)

A parcel situate in the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner of said parcel, said corner being 783.85 feet S09°29’20”E of the NW corner of Section 4; thence N90°00’00”E a distance of 102.50 feet to a point; thence S00°00’00”E a distance of 102.50 feet to a point; thence N90°00’00”W a distance of 102.50 feet to a point; thence N00°00’00”E a distance of 102.50 feet to the Point of Beginning.

The above parcel of land containing 0.24 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

 

Exhibit F-2


Parcel 13

(Tank #2-119)

A parcel situate in the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. The boundary of said parcel being more particularly described as follows:

Beginning at the northeast corner of said parcel, said corner being 976.71 feet S07°36’10”E of the NW corner of Section 4; thence S00°00’00”E a distance of 10.00 feet to a point; thence N90°00’00”E a distance of 30.00 feet to a point; thence S00°00’00”E a distance of 130.00 feet to a point; thence N90°00’00”W a distance of 165.27 feet to a point; thence N0°06’42”E a distance of 140.00 feet to a point; thence N90°00’00”E a distance of 135.00 feet to the Point of Beginning.

The above parcel of land containing 0.52 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

PARCEL 14

Tank #2-161

A parcel situate in the NW1/4 of Section 4, Township 13 North, Range 66 West, of the Sixth Principle Meridian, Laramie County, Wyoming. The boundary of said parcel being more particularly described as follows:

Beginning at the northwest corner of said parcel, said corner being 905.77 feet S14°49’22”E of the NW corner of Section 4; thence N90°00’00”E a distance of 102.50 feet to a point; thence S00°00’00”E a distance of 102.50 feet to a point; thence N90°00’00”W a distance of 102.5 feet to a point; thence N00°00’00”E a distance of 102.50 feet to the Point of Beginning.

The above parcel of land containing 0.24 acres more or less and subject to all easements and or rights of way that may have been legally acquired.

 

Exhibit F-2


Exhibit F-3

to

Seventh Amended and Restated Master Lease and Access Agreement

 

 

[Legal Description for Tulsa Refinery Complex]

HEP AREA 1

A tract of land lying in the East Half of the Northwest Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States government survey thereof, and being more particularly described as follows:

COMMENCING at southwest corner of the East Half of the Northwest Quarter of said Section 23;

THENCE North 00°54’11” West, along the west line of the East Half of the Northwest Quarter of said Section 23, a distance of 50.00 feet to the POINT OF BEGINNING;

THENCE continuing North 00°54’11” West, along said west line, a distance of 568.06 feet;

THENCE North 89°30’18” East a distance of 209.09 feet;

THENCE North 46°07’38” East a distance of 26.81 feet;

THENCE North 00°05’25” West a distance of 70.74 feet;

THENCE North 89°24’48” East a distance of 133.17 feet;

THENCE South 00°05’25” East a distance of 87.50 feet;

THENCE North 89°24’48” East a distance of 138.57 feet;

THENCE South 39°08’10” East a distance of 13.47 feet;

THENCE South 01°06’24” East a distance of 559.60 feet to a point on the northerly right-of-way line of West 35th Place as established by that certain QUIT CLAIM DEED in favor of Tulsa County recorded in Book 240, Page 133, Tulsa County records;

THENCE South 89°29’57” West, along said northerly right-of-way line, a distance of 510.53 feet to the POINT OF BEGINNING.

Said tract containing 301,738 square feet or 6.9270 acres more or less.

 

Exhibit F-3


HEP AREA 2

A tract of land lying in the Northeast Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States government survey thereof, and being more particularly described as follows:

COMMENCING at southwest corner of the East Half of the Northwest Quarter of said Section 23;

THENCE North 89°29’57” East, along the south line of the Northwest Quarter of said Section 23, a distance of 1,329.11 feet to the southwest corner of the Northeast Quarter of said Section 23;

THENCE North 00°58’58” West, along the west line of the said Northeast Quarter, a distance of 2,650.41 feet to the northwest corner of the said Northeast Quarter;

THENCE North 89°15’56” East, along the north line of said Northeast Quarter, a distance of 142.62 feet;

THENCE South 00°42’27” East a distance of 15.00 feet to the POINT OF BEGINNING;

THENCE North 89°17’33” East a distance of 100.00 feet;

THENCE South 00°42’27” East a distance of 63.39 feet;

THENCE South 89°17’33” West a distance of 100.00 feet;

THENCE North 00°42’27” West a distance of 63.39 feet to the POINT OF BEGINNING.

Said tract containing 6,339 square feet or 0.1455 acres more or less.

HEP AREA 2A (Tank 36A)

A tract of land lying in the Northeast Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, and being more particularly described as follows:

COMMENCING at the northwest corner of said Northeast Quarter;

THENCE North 89°17’34” East, along the north line of said Northeast Quarter, a distance of 54.77 feet;

THENCE South 00°58’59” East a distance of 194.44 feet to the POINT OF BEGINNING;

THENCE North 89°01’01” East a distance of 100.00 feet;

THENCE South 00°58’59” East a distance of 110.00 feet;

THENCE South 89°01’01” West a distance of 100.00 feet;

THENCE North 00°58’59” West a distance of 110.00 feet to the POINT OF BEGINNING.

Said tract of land containing 11,000 square feet or 0.2525 acres more or less.

 

Exhibit F-3


HEP AREA 3

A tract of land lying in the East Half of the Northwest Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States government survey thereof, and being more particularly described as follows:

COMMENCING at southwest corner of the East Half of the Northwest Quarter of said Section 23;

THENCE North 00°54’11” West, along the west line of the East Half of the Northwest Quarter of said Section 23, a distance of 1,626.70 feet;

THENCE North 89°05’49” East a distance of 506.89 feet to the POINT OF BEGINNING;

THENCE North 00°44’21” West a distance of 801.29 feet;

THENCE North 85°18’00” East a distance of 84.27 feet;

THENCE South 83°31’38” East a distance of 117.32 feet;

THENCE South 77°40’15” East a distance of 167.89 feet;

THENCE South 82°22’57” East a distance of 82.28 feet;

THENCE South 00°09’34” West a distance of 740.74 feet;

THENCE South 89°01’16” West a distance of 433.79 feet to the POINT OF BEGINNING.

Said tract containing 343,387 square feet or 7.8831 acres more or less.

HEP AREA 4

A tract of land lying in the East Half of the Southwest Quarter of Section 14, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States government survey thereof, and being more particularly described as follows:

COMMENCING at northwest corner of the East Half of the Southwest Quarter of said Section 14;

THENCE South 01°13’44” East, along the west line of the East Half of the Southwest Quarter of said Section 14, a distance of 737.49 feet to the POINT OF BEGINNING;

THENCE North 89°55’05” East a distance of 264.65 feet;

THENCE North 01°21’11” West a distance of 401.49 feet;

THENCE North 88°59’11” East a distance of 401.89 feet;

THENCE South 01°15’38” East a distance of 401.87 feet;

THENCE North 89°05’13” East a distance of 387.71 feet;

THENCE South 01°05’‘02” East a distance of 1,179.39 feet;

 

Exhibit F-3


THENCE South 89°05’59” West a distance of 387.07 feet;

THENCE North 01°30’14” West a distance of 795.92 feet;

THENCE South 88°04’21” West a distance of 395.99 feet;

THENCE South 01°21’23” East a distance of 787.85 feet;

THENCE South 89°19’45” West a distance of 265.47 feet to a point on the west line of the East Half of the Southwest Quarter of said Section 14;

THENCE North 01°13’44” West, along said west line, a distance of 1,180.67 feet to the POINT OF BEGINNING.

Said tract containing 1,087,366 square feet or 24.9625 acres more or less.

HEP AREA 5

A tract of land lying in the Southeast Quarter of Section 14, and Government Lots 5 and 6 of Section 13, all in Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States government survey thereof, and being more particularly described as follows:

COMMENCING at the northeast corner of the Southeast Quarter of said Section 14;

THENCE South 01°17’59” East, along the common line between said Sections 14 and 13, a distance of 712.02 feet to the POINT OF BEGINNING;

THENCE North 89°41’22” East a distance of 298.19 feet;

THENCE South 16°36’34” East a distance of 394.53 feet;

THENCE South 11°29’12” East a distance of 374.39 feet;

THENCE South 88°37’53” West a distance of 538.01 feet;

THENCE South 00°10’17” East a distance of 375.72 feet;

THENCE North 88°36’24” East a distance of 409.94 feet;

THENCE South 00°36’51” East a distance of 253.54 feet;

THENCE South 69°21’44” West a distance of 246.03 feet;

THENCE North 86°19’14” West a distance of 98.24 feet;

THENCE South 63°37’26” West a distance of 218.69 feet;

THENCE South 58°35’58” West a distance of 258.38 feet;

THENCE North 22°01’14” West a distance of 130.35 feet;

 

Exhibit F-3


THENCE North 02°27’32” West a distance of 421.71 feet;

THENCE North 00°55’39” West a distance of 1,127.66 feet;

THENCE North 85°45’23” East a distance of 225.17 feet;

THENCE North 89°41’22” East a distance of 244.09 feet to the POINT OF BEGINNING.

Said tract containing 1,108,516 square feet or 25.4480 acres more or less.

HEP AREA 6

A tract of land lying in the Southeast Quarter of Section 14, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States government survey thereof, and being more particularly described as follows:

COMMENCING at the northeast corner of the Southeast Quarter of said Section 14;

THENCE South 01°17’59” East, along the east line of the Southeast Quarter of said Sections 14, a distance of 1,300.40 feet;

THENCE South 88°42’01” West a distance of 878.08 feet to the POINT OF BEGINNING;

THENCE South 89°17’16” West a distance of 128.55 feet;

THENCE North 00°08’03” East a distance of 318.24 feet;

THENCE East a distance of 122.24 feet;

THENCE South 01°00’16” East a distance of 316.69 feet to the POINT OF BEGINNING.

Said tract containing 39,805 square feet or 0.9138 acres more or less.

HEP AREA 7

A tract of land lying in the Northeast Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, and being more particularly described as follows:

COMMENCING at the northwest corner of said Northeast Quarter;

THENCE North 89°17’34” East, along the north line of said Northeast Quarter, a distance of 366.03 feet;

THENCE South 00°42’26” East a distance of 212.66 feet;

THENCE North 89°01’01” East a distance of 60.00 feet to the POINT OF BEGINNING;

THENCE North 89°01’01” East a distance of 100.00 feet;

THENCE South 00°58’59” East a distance of 55.00 feet;

 

Exhibit F-3


THENCE South 89°01’01” West a distance of 100.00 feet;

THENCE North 00°58’59” West a distance of 55.00 feet to the POINT OF BEGINNING.

Said tract of land containing 5,500 square feet or 0.1263 acres more or less.

HEP OTHER ASSETS

A tract of land lying in the East Half of the Northwest Quarter and the Northeast Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, and being more particularly described as follows:

COMMENCING at the northeast corner of the said Northwest Quarter, said point also being the northwest corner of the said Northeast Quarter;

THENCE South 00°58’59” East, along the common line between the Northwest Quarter and the Northeast Quarter, a distance of 564.68 feet to the POINT OF BEGINNING;

THENCE North 88°53’33” East a distance of 13.95 feet;

THENCE South 00°50’02” East a distance of 1,507.22 feet;

THENCE South 89°42’24” West a distance of 188.15 feet;

THENCE North 00°38’14” West a distance of 291.81 feet;

THENCE South 88°54’13” West a distance of 209.06 feet;

THENCE South 01°49’49” East a distance of 268.80 feet;

THENCE South 87°29’45” West a distance of 115.41 feet;

THENCE South 00°12’20” West a distance of 266.41 feet;

THENCE South 89°05’12” West a distance of 316.77 feet;

THENCE North 01°06’24” West a distance of 282.09 feet;

THENCE continuing North 01°06’24” West a distance of 271.57 feet;

THENCE North 86°34’04” West a distance of 80.75 feet;

THENCE South 89°03’38” West a distance of 427.05 feet to a point on the west line of the East Half of the said Northwest Quarter;

THENCE North 00°54’11” West, along said west line, a distance of 1,550.38 feet;

THENCE South 89°26’14” East a distance of 367.80 feet;

THENCE North 87°38’43” East a distance of 141.55 feet;

 

Exhibit F-3


THENCE South 00°44’21” East a distance of 801.29 feet;

THENCE North 89°01’16” East a distance of 433.79 feet;

THENCE North 00°09’34” East a distance of 447.85 feet;

THENCE North 88°53’33” East a distance of 377.19 feet to the POINT OF BEGINNING.

Said tract containing 1,856,282 square feet or 42.6144 acres more or less.

A tract of land lying in the East Half of the Southwest Quarter and the Southeast Quarter of Section 14, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the United States government survey thereof, and being more particularly described as follows:

COMMENCING at the southeast corner of the said East Half of the Southwest Quarter, said point also being the southwest corner of the said Southeast Quarter;

THENCE North 01°14’16” West, along the common line between the said Southeast and Southwest Quarter a distance of 1,127.81 feet to the POINT OF BEGINNING;

THENCE South 88°43’23” West a distance of 273.63 feet;

THENCE North 01°05’02” West a distance of 787.59 feet;

THENCE North 01°30’42” West a distance of 402.41 feet;

THENCE North 87°22’40” East a distance of 209.33 feet;

THENCE South 86°32’11” East a distance of 50.14 feet;

THENCE South 57°19’41” East, passing at 17.12 feet the common line between the said Southwest Quarter and the Southeast Quarter, and continuing for a total distance of 41.07 feet;

THENCE South 00°55’38” East a distance of 1,167.85 feet;

THENCE South 88°43’23” West a distance of 13.55 feet to the POINT OF BEGINNING.

Said tract containing 344,581 square feet or 7.9105 acres more or less.

A tract of land lying in Government Lot 6 of Section 13 and the Southeast Quarter of Section 14, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as follows:

COMMENCING at the northeast corner of the Southeast Quarter of said Section 14;

 

Exhibit F-3


THENCE South 01°17’58” East, along the common line between said Sections 13 and 14, a distance of 1,466.75 feet to the POINT OF BEGINNING;

THENCE North 88°37’53” East a distance of 337.54 feet;

THENCE South 00°36’51” East a distance of 375.50 feet;

THENCE South 88°36’24” West a distance of 409.94 feet;

THENCE North 00°10’17” West a distance of 375.72 feet;

THENCE North 88°37’53” East a distance of 69.49 feet to the POINT OF BEGINNING.

Said tract of land containing 153,409 square feet or 3.5218 acres more or less.

A tract of land lying in the East Half of the Southwest Quarter of Section 14, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as follows:

COMMENCING at southeast corner of the Southwest Quarter of said Section 14;

THENCE South 89°17’34” West, along the south line of the said Southwest Quarter, a distance of 273.89 feet;

THENCE North 00°42’26” West a distance of 319.04 feet to the POINT OF BEGINNING;

THENCE South 88°42’44” West a distance of 394.78 feet;

THENCE South 88°24’34” West a distance of 382.43 feet;

THENCE North 02°48’56” West a distance of 422.64 feet;

THENCE North 01°21’23” West a distance of 787.85 feet;

THENCE North 88°04’21” East a distance of 395.99 feet;

THENCE South 01°30’14” East a distance of 795.92 feet;

THENCE North 89°05’59” East a distance of 387.07 feet;

THENCE South 01°45’27” East a distance of 414.21 feet to the POINT OF BEGINNING.

Said tract containing 640,567 square feet or 14.7054 acres more or less.

A tract of land lying in the Southeast Quarter of Section 14, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as follows:

COMMENCING at southwest corner of the Southeast Quarter of said Section 14;

 

Exhibit F-3


THENCE North 01°14’16” West, along the west line of the said Southeast Quarter, a distance of 737.88 feet;

THENCE North 88°45’44” East a distance of 118.42 feet to the POINT OF BEGINNING;

THENCE North 00°59’42” West a distance of 366.36 feet;

THENCE North 88°29’12” East a distance of 120.43 feet;

THENCE South 80°02’26” East a distance of 119.54 feet;

THENCE South 73°20’45” East a distance of 75.84 feet;

THENCE South 01°58’57” East a distance of 306.59 feet;

THENCE South 83°09’10” West a distance of 151.16 feet;

THENCE South 89°04’44” West a distance of 164.96 feet to the POINT OF BEGINNING.

Said tract containing 109,842 square feet or 2.5216 acres more or less.

A tract of land lying in the Southeast Quarter of Section 14, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as follows:

COMMENCING at the northeast corner of the said Southeast Quarter;

THENCE South 01°17’57” East, along the east line of said Southeast Quarter, a distance of 712.02 feet;

THENCE South 89°41’22” West a distance of 244.09 feet;

THENCE South 85°45’23” West a distance of 225.17 feet;

THENCE South 00°55’39” East a distance of 750.57 feet;

THENCE South 88°36’18” West a distance of 405.16 feet;

THENCE South 03°01’49” East a distance of 172.35 feet;

THENCE South 01°12’31” East a distance of 149.87 feet;

THENCE South 88°25’52” West a distance of 134.78 feet;

THENCE South 01°55’23” East a distance of 206.29 feet to the POINT OF BEGINNING;

THENCE North 89°02’26” East a distance of 111.41 feet;

THENCE South 07°07’38” West a distance of 40.12 feet;

 

Exhibit F-3


THENCE South 02°41’42” East a distance of 52.93 feet;

THENCE South 89°19’36” West a distance of 105.80 feet;

THENCE North 01°56’12” West a distance of 92.11 feet to the POINT OF BEGINNING.

Said tract of land containing 9,850 square feet or 0.2261 acres more or less.

A tract of land lying in the Southeast Quarter of Section 14, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as follows:

COMMENCING at the northeast corner of the said Southeast Quarter;

THENCE South 01°17’57” East, along the east line of said Southeast Quarter, a distance of 712.02 feet;

THENCE South 89°41’22” West a distance of 244.09 feet;

THENCE South 85°45’23” West a distance of 225.17 feet to the POINT OF BEGINNING;

THENCE South 00°55’39” East a distance of 750.57 feet;

THENCE South 88°36’18” West a distance of 405.16 feet;

THENCE South 03°01’49” East a distance of 172.35 feet;

THENCE South 01°12’31” East a distance of 149.87 feet;

THENCE South 88°25’52” West a distance of 134.78 feet;

THENCE North 01°03’05” West a distance of 494.30 feet;

THENCE North 89°17’16” East a distance of 128.55 feet;

THENCE North 01°00’16” West a distance of 316.69 feet;

THENCE continuing North 01°00’16” West a distance of 273.01 feet;

THENCE North 88°59’37” East a distance of 392.66 feet;

THENCE South 64°59’40” East a distance of 15.02 feet to the POINT OF BEGINNING.

Said tract of land containing 372,460 square feet or 8.5505 acres more or less.

A tract of land lying in the Northeast Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, and being more particularly described as follows:

 

Exhibit F-3


COMMENCING at the northwest corner of said Northeast Quarter;

THENCE North 89°17’34” East, along the north line of said Northeast Quarter, a distance of 366.03 feet;

THENCE South 00°42’26” East a distance of 212.66 feet to the POINT OF BEGINNING;

THENCE North 89°01’01” East a distance of 60.00 feet;

THENCE South 00°58’59” East a distance of 110.00 feet;

THENCE South 89°01’01” West a distance of 60.00 feet;

THENCE North 00°58’59” West a distance of 110.00 feet to the POINT OF BEGINNING.

Said tract containing 6,600 square feet or 0.1515 acres more or less.

A tract of land lying in the Northeast Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, and being more particularly described as follows:

COMMENCING at the northwest corner of said Northeast Quarter;

THENCE North 89°17’34” East, along the north line of said Northeast Quarter, a distance of 260.93 feet;

THENCE South 00°42’26” East a distance of 193.45 feet to the POINT OF BEGINNING;

THENCE North 89°01’01” East a distance of 70.00 feet;

THENCE South 00°58’59” East a distance of 340.00 feet;

THENCE South 89°01’01” West a distance of 70.00 feet;

THENCE North 00°58’59” West a distance of 340.00 feet to the POINT OF BEGINNING.

Said tract containing 23,800 square feet or 0.5464 acres more or less.

A tract of land lying in the Southeast Quarter of Section 14 and the Northeast Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as follows:

COMMENCING at southwest corner of the Southeast Quarter of said Section 14, said point also being the northwest corner of the Northeast Quarter of said Section 23;

THENCE North 89°17’34” East, along the common line between said Sections 14 and 23, a distance of 883.82 feet to the POINT OF BEGINNING;

THENCE North 01°24’27” West a distance of 1,388.91 feet;

 

Exhibit F-3


THENCE North 08°33’08” East a distance of 170.84 feet;

THENCE South 81°26’52” East a distance of 20.00 feet;

THENCE South 08°33’08” West a distance of 10.00 feet;

THENCE North 81°26’52” West a distance of 10.00 feet;

THENCE South 08°33’08” West a distance of 38.55 feet;

THENCE South 01°24’27” East a distance of 596.53 feet;

THENCE North 88°35’33” East a distance of 25.00 feet;

THENCE South 01°24’27” East a distance of 25.00 feet;

THENCE South 88°35’33” West a distance of 25.00 feet;

THENCE South 01°24’27” East a distance of 334.27 feet;

THENCE North 88°35’33” East a distance of 61.00 feet;

THENCE South 01°24’27” East a distance of 15.00 feet;

THENCE South 88°35’33” West a distance of 61.00 feet;

THENCE South 01°24’27” East, passing at 537.21 feet the common line between said Sections 14 and 23, and continuing for a total distance of 610.32 feet;

THENCE South 05°22’04” West a distance of 183.62 feet;

THENCE South 01°15’33” East a distance of 475.90 feet;

THENCE North 88°44’27” East a distance of 5.00 feet;

THENCE South 01°15’33” East a distance of 20.00 feet;

THENCE South 88°44’27” West a distance of 15.00 feet;

THENCE North 01°15’33” West a distance of 751.70 feet to the POINT OF BEGINNING.

Said tract containing 58,733 square feet or 1.3483 acres more or less.

A tract of land lying in the East Half of the Northwest Quarter of Section 23, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as follows:

COMMENCING at the northeast corner of the said Northwest Quarter

 

Exhibit F-3


THENCE South 89°17’34” West, along the north line of the said Northwest Quarter, a distance of 316.92 feet;

THENCE South 00°42’26” East a distance of 12.00 feet to the POINT OF BEGINNING;

THENCE South 00°42’26” East a distance of 30.00 feet;

THENCE South 89°17’34” West a distance of 140.00 feet;

THENCE North 00°42’26” West a distance of 30.00 feet;

THENCE North 89°17’34” East a distance of 140.00 feet to the POINT OF BEGINNING.

Said tract containing 4,200 square feet or 0.0964 acres more or less.

TULSA WEST CRUDE TANKS

A tract of land lying in Government Lot 3 and the Southeast Quarter of the Northwest Quarter of Section 10, Township 19 North, Range 12 East of the Indian Base and Meridian, Tulsa County, Oklahoma, and being more particularly described as follows:

COMMENCING at southwest comer of said Section 10;

THENCE North 00°56’21” West, along the west line of said Section 10, passing at a distance of 2639.64 feet the southwest corner of said Government Lot 3, and continuing for a total distance of 3,114.79 feet;

THENCE North 89°03’39” East a distance of 883.07 feet to the POINT OF BEGINNING;

THENCE North 01°36’45” West a distance of 400.65 feet;

THENCE North 88°42’12” East a distance of 675.09 feet;

THENCE South 87°37’46” East a distance of 615.59 feet;

THENCE South 00°27’ 14” East a distance of 238.27 feet;

THENCE South 08°03’33” West a distance of 160.30 feet;

THENCE North 71°42’21” West a distance of 73.92 feet;

THENCE North 85°43’28” West a distance of 118.59 feet;

THENCE South 89°46’36” West a distance of 85.65 feet;

THENCE South 41°20’58” West a distance of 92.00 feet;

THENCE South 01°20’24” East a distance of 294.01 feet;

THENCE South 88°39’36” West a distance of 926.88 feet;

 

Exhibit F-3


THENCE North 00°33’26” West a distance of 359.66 feet to the POINT OF BEGINNING.

Said tract of land containing 838,080 square feet or 19.2397 acres.

TULSA RAIL AND TRUCK RACKS

 

LOGO

Lube Oil Rail Rack

Legal Description

A TRACT OF LAND SITUATED IN THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 11, TOWNSHIP 19 NORTH, RANGE 12 EAST, IBM, TULSA COUNTY, OKLAHOMA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF THIS TRACT WHICH LIES N01°32’08“W ALONG THE WEST LINE OF SAID SECTION A DISTANCE OF 1893.74 FEET AND N88°27’52”E 261.85 FEET FROM THE SOUTHWEST CORNER OF SAID SECTION; THEN N00°19’08”W 52.91 FEET TO THE NORTHWEST CORNER OF THIS TRACT; THEN N89°40’52“E 15.00 FEET TO AN INTERIOR CORNER OF THIS TRACT; THEN N00°19’08“W 6.00 FEET TO A CORNER OF THIS TRACT; THEN N89°40’52”E 9.0 FEET TO A CORNER OF THIS TRACT; THEN S00°19’08”E 6.00 FEET TO AN INTERIOR CORNER OF THIS

 

Exhibit F-3


TRACT; THEN N89°40’52’‘E PARALLEL TO EXISTING RAIL ROAD TRACKS A DISTANCE OF 339.08 FEET TO A POINT ON A CURVE TO THE LEFT; THEN NORTHEASTERLY ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 356.35 FEET, A CHORD BEARS N69°07’44’‘E A DISTANCE OF 215.13 FEET, THE ARC DISTANCE OF 218.54 TO A CORNER ON THIS TRACT; THEN N44°39’23“E PARALLEL TO SAID RAILROAD TRACKS A DISTANCE OF 15.49 FEET; THEN S44°34’23’‘E 13.00 FEET TO THE MOST EASTERLY CORNER OF THIS TRACT AND BEING A POINT ON A CURVE TO THE RIGHT; THEN SOUTHWESTERLY ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 534.24 FEET, A CHORD BEARS S51°56’12“W A DISTANCE OF 148.75 FEET, THE ARC DISTANCE OF 149.23 FEET TO A CORNER ON THIS TRACT AND BEING A POINT ON A CURVE TO THE RIGHT; THEN SOUTHWESTERLY ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 377.33 FEET, A CHORD BEARS S75°25’55“W A DISTANCE OF 158.55 FEET, THE ARC DISTANCE OF 159.74 FEET TO A CORNER ON THIS TRACT; THEN S89°40’52”W PARALLEL TO SAID RAILROAD TRACKS A DISTANCE OF 313.24 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.60 ACRES MORE OR LESS.

As depicted in Drawing Number 1, shown on the next page.

 

Exhibit F-3


Depiction

 

LOGO

 

Exhibit F-3


Wax Rail Rack

Legal Description

A TRACT OF LAND SITUATED IN THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 10, TOWNSHIP 19 NORTH, RANGE 12 EAST, IBM, TULSA COUNTY, OKLAHOMA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF THIS TRACT WHICH LIES S88°31’26“W ALONG THE SOUTH LINE OF SAID SECTION A DISTANCE OF 691.7 FEET AND N01°28’34“W 2010.63 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION; THEN N00°59’54“W 34.00 FEET TO THE NORTHWEST CORNER OF THIS TRACT; THEN N89°00’06“E PARALLEL TO EXISTING RAILROAD TRACKS A DISTANCE OF 294.40 FEET TO THE NORTHEAST CORNER OF THIS TRACT; THEN S00°59’54“E 34.00 FEET TO THE SOUTHEAST CORNER OF THIS TRACT; THEN S89°00’06“W PARALLEL TO SAID RAILROAD TRACKS AT 137.40 FEET AN EXISTING BUILDING CORNER, IN ALL 294.40 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.23 ACRES MORE OR LESS.

As depicted in Drawing Number 2, shown on the next page.

 

Exhibit F-3


Depiction

 

LOGO

 

Exhibit F-3


Black Oil Rail Rack

Legal Description

A TRACT OF LAND SITUATED IN THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SECTION 10, TOWNSHIP 19 NORTH, RANGE 12 EAST, IBM, TULSA COUNTY, OKLAHOMA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF THIS TRACT WHICH LIES N88°31’26“E ALONG THE SOUTH LINE OF SAID SECTION A DISTANCE OF 329.04 FEET AND N01°28’34”W 2861.75 FEET FROM THE SOUTH QUARTER CORNER OF SAID SECTION; THEN N01°14’56“W 43.55 FEET TO THE NORTHWEST CORNER OF THIS TRACT; THEN N88°45’04“E PARALLEL TO EXISTING RAILROAD TRACKS A DISTANCE OF 284.00 FEET TO THE NORTHEAST CORNER OF THIS TRACT; THEN S01°14’56“E 43.55 FEET TO THE SOUTHEAST CORNER OF THIS TRACT; THEN S88°45’04“W PARALLEL TO SAID RAILROAD TRACKS A DISTANCE OF 284.00 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.28 ACRES MORE OR LESS.

As depicted in Drawing Number 3, shown on the next page.

 

Exhibit F-3


Depiction

 

LOGO

 

Exhibit F-3


Lube Oil Truck Rack

Legal Description

A TRACT OF LAND SITUATED IN THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 11, TOWNSHIP 19 NORTH, RANGE 12 EAST, IBM, TULSA COUNTY, OKLAHOMA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF THIS TRACT WHICH LIES N01°32’08“W ALONG THE WEST LINE OF SAID SECTION A DISTANCE OF 1603.57 FEET AND N88°27’52“E 23.72 FEET FROM THE SOUTHWEST CORNER OF SAID SECTION; THEN N00°23’48“W 101.00 FEET TO AN INTERIOR CORNER OF THIS TRACT; THEN N89°56’41“W 12.42 FEET A CORNER OF THIS TRACT; THEN N00°20’56“W 45.02 FEET TO THE NORTHWEST CORNER OF THIS TRACT; THEN N89°01’35“E 103.22 FEET TO THE NORTHEAST CORNER OF THIS TRACT; THEN S00°34’14“E 147.43 FEET TO THE SOUTHEAST CORNER OF THIS TRACT; THEN S89°46’45“W 91.28 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.32 ACRES MORE OR LESS.

As shown in Drawing Number 4, shown on the next page.

 

Exhibit F-3


Depiction

 

LOGO

 

Exhibit F-3


Extract Truck Rack

Legal Description

A TRACT OF LAND SITUATED IN THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 10, TOWNSHIP 19 NORTH, RANGE 12 EAST, IBM, TULSA COUNTY, OKLAHOMA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF THIS TRACT WHICH LIES S88°31’26“W ALONG THE SOUTH LINE OF SAID SECTION A DISTANCE OF 952.02 FEET AND N01°28’34“W 2606.48 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION; THEN S89°02’24“W 94.20 FEET TO THE SOUTHWEST CORNER OF THIS TRACT; THEN N00°57’36“W 29.00 FEET TO THE NORTHWEST CORNER OF THIS TRACT; THEN N89°02’24“E 94.20 FEET TO THE NORTHEAST CORNER OF THIS TRACT; THEN S00°57’36’‘E 29.00 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.06 ACRES MORE OR LESS.

As depicted in Drawing Number 5, shown on the next page.

 

Exhibit F-3


Depiction

 

LOGO

 

Exhibit F-3


Wax Truck Rack

Legal Description

A TRACT OF LAND SITUATED IN THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 10, TOWNSHIP 19 NORTH, RANGE 12 EAST, IBM, TULSA COUNTY, OKLAHOMA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF THIS TRACT WHICH LIES S88°31’26“W ALONG THE SOUTH LINE OF SAID SECTION A DISTANCE OF 665.37 FEET AND N01°28’34“W 2090.64 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION; THEN N89°53’03“W 29.16 FEET TO THE SOUTHWEST CORNER OF THIS TRACT; THEN N00°03’20“W 72.18 FEET TO THE NORTHWEST CORNER OF THIS TRACT; THEN S89°53’03“E 29.16 FEET TO THE NORTHEAST CORNER OF THIS TRACT; THEN S00°03’20“E 72.18 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.05 ACRES MORE OR LESS.

As depicted in Drawing Number 7, shown on the next page.

 

Exhibit F-3


Depiction

 

LOGO

 

Exhibit F-3


Extract Rail Rack

Legal Description

A TRACT OF LAND SITUATED IN THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 10, TOWNSHIP 19 NORTH, RANGE 12 EAST, IBM, TULSA COUNTY, OKLAHOMA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A CORNER OF THIS TRACT WHICH LIES S88°31’26“W ALONG THE SOUTH LINE OF SAID SECTION A DISTANCE OF 1017.18 FEET AND N01°28’34“W 2224.00 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION; THEN S89°04’59’‘W 24.00 FEET TO A POINT ON A CURVE TO THE RIGHT; THEN SOUTHWESTERLY PARALLEL TO RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 1559.00 FEET, A CHORD BEARS S03°03’27“W A DISTANCE OF 204.55 FEET, THE ARC DISTANCE OF 204.70 FEET TO A POINT ON THIS TRACT AND BEING A POINT ON A CURVE TO THE RIGHT; THEN SOUTHWESTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 487.37 FEET, A CHORD BEARS S16°50’55“W A DISTANCE OF 153.54 FEET, THE ARC DISTANCE OF 154.18 FEET TO A POINT ON THIS TRACT AND BEING A POINT ON A CURVE TO THE RIGHT; THEN SOUTHWESTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 986.95 FEET, A CHORD BEARS S25°46’14“W A DISTANCE OF 84.85 FEET, THE ARC DISTANCE OF 84.88 FEET TO A POINT ON THIS TRACT AND BEING A POINT ON A CURVE TO THE RIGHT; THEN SOUTHWESTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 187.24 FEET, A CHORD BEARS S28°58’59“W A DISTANCE OF 21.68 FEET, THE ARC DISTANCE OF 21.69 FEET TO A POINT ON THIS TRACT AND BEING A POINT ON A CURVE TO THE LEFT; THEN SOUTHWESTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 478.06 FEET, A CHORD BEARS S32°52’53”W A DISTANCE OF 44.90 FEET, THE ARC DISTANCE OF 44.92 FEET TO A POINT ON THIS TRACT AND BEING A POINT ON A CURVE TO THE LEFT; THEN SOUTHWESTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 287.83 FEET, A CHORD BEARS S20°42’10”W A DISTANCE OF 77.17 FEET, THE ARC DISTANCE OF 77.41 FEET TO A POINT ON THIS TRACT AND BEING A POINT ON A CURVE TO THE LEFT; THEN SOUTHWESTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 1422.00 FEET, A CHORD BEARS S16°13’21“W A DISTANCE OF 77.13 FEET, THE ARC DISTANCE OF 77.14 FEET TO A POINT ON THIS TRACT AND BEING A POINT ON A CURVE TO THE LEFT; THEN SOUTHWESTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 726.13 FEET, A CHORD BEARS S07°59’58’‘W A DISTANCE OF 87.96 FEET, THE ARC DISTANCE OF 88.02 FEET TO A POINT ON THIS TRACT; THEN N00°15’58”E 85.26 FEET TO A POINT ON THIS TRACT AND A POINT ON A CURVE TO THE RIGHT; THEN NORTHEASTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 1417.30 FEET, A CHORD BEARS N16°07’21“E A DISTANCE OF 81.92 FEET, THE ARC DISTANCE OF 81.92 FEET TO A POINT ON THIS TRACT AND BEING A POINT ON A CURVE TO THE RIGHT; THEN NORTHEASTERLY

 

Exhibit F-3


PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 298.83 FEET, A CHORD BEARS N23°43’15“E A DISTANCE OF 110.57 FEET, THE ARC DISTANCE OF 111.21 FEET TO A POINT ON THIS TRACT AND BEING A POINT ON A CURVE TO THE LEFT; THEN NORTHEASTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 130.85 FEET, A CHORD BEARS N32°45’18“E A DISTANCE OF 30.02 FEET, THE ARC DISTANCE OF 30.08 FEET TO A POINT ON THIS TRACT AND BEING A POINT ON A CURVE TO THE LEFT; THEN NORTHEASTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 1064.97 FEET, A CHORD BEARS N25°48’28“E A DISTANCE OF 89.65 FEET, THE ARC DISTANCE OF 89.67 FEET TO A POINT ON THIS TRACT AND BEING A POINT ON A CURVE TO THE LEFT; THEN NORTHEASTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 476.26 FEET, A CHORD BEARS N16°51’25”E A DISTANCE OF 150.20 FEET, THE ARC DISTANCE OF 150.83 FEET TO A POINT ON THIS TRACT AND BEING A POINT ON A CURVE TO THE LEFT; THEN NORTHEASTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 1548.20 FEET, A CHORD BEARS N01°04’11“E A DISTANCE OF 309.75 FEET, THE ARC DISTANCE OF 310.27 FEET TO A POINT ON THIS TRACT; THEN N05°51’48“E PARALLEL TO SAID RAILROAD TRACKS A DISTANCE OF 184.09 FEET TO A POINT ON THIS TRACT; THEN N84°08’12“E 21.00 FEET TO A POINT ON THIS TRACT; THEN S05°51’48“E PARALLEL TO SAID RAILROAD TRACKS, A DISTANCE OF 164.13 FEET TO A POINT ON THIS TRACT; THEN N84°08’12“E 14.29 FEET TO A POINT ON THIS TRACT AND A POINT ON A CURVE TO THE RIGHT; THEN SOUTHEASTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF SAID CURVE HAVING A RADIUS OF 1583.07 FEET, A CHORD BEARS S03°03’49“E A DISTANCE OF 130.18 FEET, THE ARC DISTANCE OF 130.22 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.37 ACRES MORE OR LESS.

As depicted in Drawing Number 8, shown on the next page.

 

Exhibit F-3


Depiction

 

LOGO

 

Exhibit F-3


Bright Stock Rail Rack, Diesel Rail Rack, L70 Rail Rack (1 of 2)

Legal Description

A TRACT OF LAND SITUATED IN THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 10, TOWNSHIP 19 NORTH, RANGE 12 EAST, I.B.M., TULSA COUNTY, OKLAHOMA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF THIS TRACT. A POINT ON A CURVE TO THE RIGHT, WHICH LIES S88°31’26“W ALONG THE SOUTH LINE OF SAID SECTION A DISTANCE OF 983.65 FEET AND N01°28’34“W 383.08 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION; THEN NORTHWESTERLY PARALLEL TO RAILROAD TRACKS ALONG THE ARC OF A CURVE HAVING A RADIUS OF 598.23 FEET, A CHORD BEARS N50°45’44“W A DISTANCE OF 227.30 FEET, THE ARC DISTANCE OF 228.69 FEET TO A CORNER ON THIS TRACT AND A POINT ON A CURVE TO THE RIGHT; THEN NORTHWESTERLY ALONG THE ARC OF A CURVE HAVING A RADIUS OF 363.91 FEET, A CHORD BEARS N34°33’13“W A DISTANCE OF 100.86 FEET, THE ARC DISTANCE OF 101.18 FEET TO A CORNER ON THIS TRACT AND A POINT ON A CURVE TO THE RIGHT; THEN NORTHWESTERLY PARALLEL TO RAILROAD TRACKS ALONG THE ARC OF A CURVE HAVING A RADIUS OF 655.33 FEET, A CHORD BEARS N24°09’54”W A DISTANCE OF 118.72 FEET, THE ARC DISTANCE OF 118.88 FEET TO A CORNER ON THIS TRACT AND A POINT ON A CURVE TO THE RIGHT; THEN NORTHWESTERLY ALONG THE ARC OF A CURVE HAVING A RADIUS OF 1212.40 FEET, A CHORD BEARS N20°53’35“W A DISTANCE OF 79.80 FEET, THE ARC DISTANCE OF 79.80 FEET TO THE NORTHWEST CORNER OF THIS TRACT; THEN N78°02’59“E 18.48 FEET TO THE NORTHEAST CORNER OF THIS TRACT AND TO A POINT ON A CURVE TO THE LEFT; THEN SOUTHEASTERLY PARALLEL TO RAILROAD TRACKS ALONG THE ARC OF A CURVE HAVING A RADIUS OF 547.33 FEET, A CHORD BEARS S12°34’20“E A DISTANCE OF 15.77 FEET, THE ARC DISTANCE OF 15.77 FEET TO A CORNER ON THIS TRACT AND A POINT ON A CURVE TO THE LEFT; THEN SOUTHEASTERLY PARALLEL TO RAILROAD TRACKS ALONG THE ARC OF A CURVE HAVING A RADIUS OF 597.85 FEET, A CHORD BEARS S16°16’30“E A DISTANCE OF 61.72 FEET, THE ARC DISTANCE OF 61.75 FEET TO A CORNER ON THIS TRACT AND A POINT ON A CURVE TO THE LEFT; THEN SOUTHEASTERLY PARALLEL TO RAILROAD TRACKS ALONG THE ARC OF A CURVE HAVING A RADIUS OF 611.68 FEET, A CHORD BEARS S24°09’59“E A DISTANCE OF 117.15 FEET, THE ARC DISTANCE OF 117.33 FEET TO A CORNER ON THIS TRACT AND A POINT ON A CURVE TO THE LEFT; THEN SOUTHEASTERLY ALONG THE ARC OF A CURVE HAVING A RADIUS OF 353.22 FEET, A CHORD BEARS S34°33’09“E A DISTANCE OF 98.33 FEET, THE ARC DISTANCE OF 98.65 FEET TO A CORNER ON THIS TRACT AND A POINT ON A CURVE TO THE LEFT; THEN SOUTHEASTERLY PARALLEL TO RAILROAD TRACKS ALONG THE ARC OF A CURVE HAVING A RADIUS OF 587.23 FEET, A CHORD BEARS S50°49’03“E A DISTANCE OF 224.74 FEET, THE ARC DISTANCE OF 226.14 FEET TO THE SOUTHEAST CORNER OF THIS TRACT; THEN S35°29’00“W 11.09 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.14 ACRES MORE OR LESS.

As depicted in Drawing Number 9, 10, 11 (09110497_10), shown on the next page.

 

Exhibit F-3


Depiction

 

LOGO

 

Exhibit F-3


Bright Stock Rail Rack, Diesel Rail Rack, L70 Rail Rack (2 of 2)

Legal Description

A TRACT OF LAND SITUATED IN THE SOUTHEAST QUARTER OF SECTION 10, TOWNSHIP 19 NORTH; RANGE 12 EAST, IBM, TULSA COUNTY, OKLAHOMA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF THIS TRACT A POINT ON A CURVE TO THE RIGHT WHICH LIES S88°31’26“W ALONG THE SOUTH LINE OF SAID SECTION A DISTANCE OF 1285.28 FEET AND N01°28’34“W 800.28 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION; THEN NORTHWESTERLY PARALLEL TO RAILROAD TRACKS ALONG THE ARC OF A CURVE HAVING A RADIUS OF 1214.33 FEET, A CHORD BEARS N15°28’53”W A DISTANCE OF 148.86 FEET, THE ARC DISTANCE OF 148.96 FEET TO A POINT ON THIS TRACT AND A POINT ON A CURVE TO THE RIGHT; THEN NORTHWESTERLY PARALLEL TO SAID RAILROAD TRACKS ALONG THE ARC OF A CURVE HAVING A RADIUS OF 1785.21 FEET, A CHORD BEARS N07°32’23“W A DISTANCE OF 330.39 FEET, THE ARC DISTANCE OF 330.86 FEET TO A POINT ON THIS TRACT; THEN N00°59’51“W 626.16 FEET TO THE MOST WESTERLY NORTHWEST CORNER OF THIS TRACT; THEN N89°00’09“E 19.89 FEET TO AN INTERIOR CORNER OF THIS TRACT; THEN N00°24’17“W 241.44 FEET TO THE NORTHWEST CORNER OF THIS TRACT; THEN S89°44’02“E 97.80 FEET TO THE NORTHEAST CORNER OF THIS TRACT; THEN S00°15’58“W 683.71 FEET TO A CORNER ON THIS TRACT; THEN S01°26’41“E 301.77 FEET TO A CORNER ON THIS TRACT AND A POINT ON A CURVE TO THE RIGHT; THEN SOUTHWESTERLY ALONG THE ARC OF A CURVE HAVING A RADIUS OF 1058.04 FEET, A CHORD BEARS S02°25’02“W A DISTANCE OF 146.28 FEET, AN ARC DISTANCE OF 146.40 FEET TO A CORNER ON THIS TRACT AND A POINT ON A CURVE TO THE LEFT; THEN SOUTHEASTERLY ALONG THE ARC OF A CURVE HAVING A RADIUS OF 460.82 FEET, A CHORD BEARS S02°40’21“W A DISTANCE OF 146.79 FEET, THE ARC DISTANCE OF 147.42 FEET TO A CORNER ON THIS TRACT AND A POINT ON A CURVE TO THE LEFT; THEN SOUTHEASTERLY ALONG THE ARC OF A CURVE HAVING A RADIUS OF 545.40 FEET, A CHORD BEARS S08°47’27”E A DISTANCE OF 56.24 FEET, THE ARC DISTANCE OF 56.26 FEET TO THE SOUTHEAST CORNER OF THIS TRACT; THEN S78°02’59”W 22.50 FEET TO THE POINT OF BEGINNING AND CONTAINING 2.89 ACRES MORE OR LESS.

As depicted in Drawing Number 9, 10, 11 (09110497_11), shown on the next page.

 

Exhibit F-3


Depiction

 

LOGO

 

Exhibit F-3


SW MEK Tank 702 Truck Rack

Legal Description

A TRACT OF LAND SITUATED IN THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 11, TOWNSHIP 19 NORTH, RANGE 12 EAST, IBM, TULSA COUNTY, OKLAHOMA AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF THIS TRACT WHICH LIES N01°32’08”W ALONG THE WEST LINE OF SAID SECTION A DISTANCE OF 2258.99 FEET AND N88°27’52”E 306.37 FEET FROM THE SOUTHWEST CORNER OF SAID SECTION; THEN N00°05’13”W 80.00 FEET TO THE NORTHWEST CORNER OF THIS TRACT; THEN N89°54’47”E 22.00 FEET TO THE NORTHEAST CORNER OF THIS TRACT; THEN S00°05’13“E 80.00 FEET TO THE SOUTHEAST CORNER OF THIS TRACT; THEN S89°54’47“W 22.00 FEET TO THE POINT OF BEGINNING AND CONTAINING 0.04 ACRES MORE OR LESS.

As depicted in Drawing Number 13, shown on the next page.

 

Exhibit F-3


Depiction

 

LOGO

 

Exhibit F-3


Exhibit F-4

to

Seventh Amended and Restated Master Lease and Access Agreement

 

 

[Legal Description for Woods Cross Refinery Complex (excluding the Woods Cross Pipeline Pad)]

LEGAL DESCRIPTION FOR TANK 103:

BEGINNING AT A POINT NORTH 89°47’37” EAST 1214.48 FEET ALONG THE SECTION LINE AND NORTH 17.43 FEET FROM THE SOUTHWEST CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST SALT LAKE BASE AND MERIDIAN AND RUNNING THENCE WEST 127.59 FEET; THENCE NORTH 114.20 FEET; THENCE EAST 127.59 FEET; THENCE SOUTH 114.20 FEET TO THE POINT OF BEGINNING.

CONTAINS 0.33 ACRES

THE BASIS OF BEARING FOR THE ABOVE DESCRIPTION IS NORTH 89°26’13” EAST BETWEEN THE FOUND MONUMENT AT THE INTERSECTION OF 500 SOUTH AND 1100 WEST AND THE FOUND MONUMENT AT THE INTERSECTION OF 500 SOUTH AND 800 WEST.

LEGAL DESCRIPTION FOR TANK 121:

BEGINNING AT A POINT NORTH 89°47’37” EAST 1245.39 FEET ALONG THE SECTION LINE AND NORTH 530.12 FEET FROM THE SOUTHWEST CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST SALT LAKE BASE AND MERIDIAN AND RUNNING THENCE WEST 243.16 FEET; THENCE NORTH 181.87 FEET; THENCE EAST 243.16 FEET; THENCE SOUTH 181.87 FEET TO THE POINT OF BEGINNING.

CONTAINS 1.02 ACRES

THE BASIS OF BEARING FOR THE ABOVE DESCRIPTION IS NORTH 89°26’13” EAST BETWEEN THE FOUND MONUMENT AT THE INTERSECTION OF 500 SOUTH AND 1100 WEST AND THE FOUND MONUMENT AT THE INTERSECTION OF 500 SOUTH AND 800 WEST.

LEGAL DESCRIPTION FOR TANK 126:

BEGINNING AT A POINT NORTH 89°47’37” EAST 1160.50 FEET ALONG THE SECTION LINE AND NORTH 364.64 FEET FROM THE SOUTHWEST CORNER SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST SALT LAKE BASE AND MERIDIAN AND RUNNING THENCE WEST 200.60 FEET; THENCE NORTH 15°16’07” EAST 148.03 FEET; THENCE EAST 161.62 FEET; THENCE SOUTH 142.81 FEET TO THE POINT OF BEGINNING.

 

Exhibit F-4


CONTAINS 0.59 ACRES

THE BASIS OF BEARING FOR THE ABOVE DESCRIPTION IS NORTH 89°26’13” EAST BETWEEN THE FOUND MONUMENT AT THE INTERSECTION OF 500 SOUTH AND 1100 WEST AND THE FOUND MONUMENT AT THE INTERSECTION OF 500 SOUTH AND 800 WEST.

 

Exhibit F-4


Exhibit F-5

to

Seventh Amended and Restated Master Lease and Access Agreement

 

 

[Legal Description for Woods Cross Pipeline Pad]

12” HEP to UNEV Refined Products Pipeline Origin Trap and Piping,

Associated SCADA Control Building,

and Satellite Dish

A PART OF THE SOUTHWEST QUARTER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, DAVIS COUNTY, STATE OF UTAH, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT WHICH LIES NORTH A DISTANCE OF 385.36 FEET AND EAST A DISTANCE OF 496.23 FEET FROM THE SOUTHWEST CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, SAID SOUTHWEST CORNER OF SECTION 24 LIES SOUTH 89°26’58” WEST 2462.29 FEET AND NORTH 544.10 FEET FROM THE MONUMENT LOCATED AT THE INTERSECTION OF 500 SOUTH STREET AND 800 WEST STREET (BASIS OF BEARING BEING SOUTH 89°49’33” WEST 2708.26 FEET ALONG MONUMENT LINE BETWEEN THE MONUMENT LOCATED AT THE INTERSECTION OF 500 WEST STREET AND 500 SOUTH STREET AND THE MONUMENT LOCATED AT INTERSECTION OF 800 WEST STREET AND 500 SOUTH STREET) AND RUNNING THENCE SOUTH 80°44”25” EAST 195.16 FEET; THENCE SOUTH 09°13”37” WEST 175.44 FEET; THENCE NORTH 80°55”06” WEST 193.45 FEET; THENCE NORTH 08°40”05” EAST 176.05 FEET, MORE OR LESS, TO THE POINT OF BEGINNING.

CONTAINS: 34,147 SQ. FT., OR 0.784 ACRES, MORE OR LESS, AS DESCRIBED.

8” HEP to Chevron Refined Products Pipeline Origin Trap and Piping

A PART OF THE SOUTHWEST QUARTER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE I WEST, SALT LAKE BASE AND MERIDIAN, DAVIS COUNTY, STATE OF UTAH, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT WHICH LIES NORTH A DISTANCE OF 83.09 FEET AND EAST A DISTANCE OF 860.40 FEET FROM THE SOUTHWEST CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, SAID SOUTHWEST CORNER OF SECTION 24 LIES SOUTH 89°26’58” WEST 2462.37 FEET AND NORTH 562.11 FEET FROM THE MONUMENT LOCATED AT THE INTERSECTION OF 500 SOUTH STREET AND 800 WEST STREET (BASIS OF BEARING BEING SOUTH 89°49’33” WEST 2708.26 FEET ALONG MONUMENT LINE BETWEEN THE MONUMENT LOCATED AT THE INTERSECTION OF 500 WEST STREET AND 500 SOUTH STREET AND THE MONUMENT LOCATED AT THE INTERSECTION OF 800 WEST STREET AND 500 SOUTH STREET) AND RUNNING THENCE NORTH 09°00’09” WEST 22.50 FEET; THENCE NORTH 80°59’51” WEST 10.00 FEET, MORE OR LESS, TO THE POINT OF BEGINNING.

CONTAINS: 225 SQ. FT., OR 0.005 ACRES, MORE OR LESS, AS DESCRIBED.

 

Exhibit F-5


A PART OF THE SOUTHWEST QUARTER OF SECTION 24 AND THE SOUTHEAST QUARTER OF SECTION 23, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, DAVIS COUNTY, STATE OF UTAH, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

A 15 FOOT WIDE PIPELINE EASEMENT, BEING 7.5 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:

BEGINNING AT A POINT WHICH LIES NORTH A DISTANCE OF 83.09 FEET AND EAST A DISTANCE OF 860.40 FEET AND SOUTH 80°59’51” EAST A DISTANCE OF 1.61 FEET FROM THE SOUTHWEST CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, SAID SOUTHWEST CORNER OF SECTION 24 LIES SOUTH 89°26’58” WEST 2462.37 FEET AND NORTH 562.11 FEET FROM THE MONUMENT LOCATED AT THE INTERSECTION OF 500 SOUTH STREET AND 800 WEST STREET (BASIS OF BEARING BEING SOUTH 89°49’33” WEST 2708.26 FEET ALONG MONUMENT LINE BETWEEN THE MONUMENT LOCATED AT THE INTERSECTION OF 500 WEST STREET AND 500 SOUTH STREET AND THE MONUMENT LOCATED AT THE INTERSECTION OF 800 WEST STREET AND 500 SOUTH STREET) AND RUNNING

THENCE SOUTH 10°15’42” WEST 11.42 FEET;

THENCE SOUTH 38°28’34” WEST 2.43 FEET;

THENCE NORTH 77°53’59” WEST 9.48 FEET;

THENCE NORTH 81°09’17” WEST 9.21 FEET;

THENCE SOUTH 08°54’28” WEST 585.03 FEET, MORE OR LESS, TO THE NORTHERLY

RIGHT OF WAY LINE OF 500 SOUTH STREET ON THE SOUTHERLY LINE OF

GRANTOR’S LAND AND TERMINATING.

CONTAINS: 9,284 SQ. FT., OR 0.213 ACRES, MORE OR LESS, AS DESCRIBED.

10” HEP to Pioneer Refined Products Pipeline Origin Trap and Piping

A PART OF THE SOUTHWEST QUARTER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, DAVIS COUNTY, STATE OF UTAH, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT WHICH LIES NORTH A DISTANCE OF 2.01 FEET AND EAST A DISTANCE OF 1471.29 FEET FROM THE SOUTHWEST CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, SAID SOUTHWEST CORNER OF SECTION 24 LIES SOUTH 89°26’58” WEST 2462.37 FEET AND NORTH 562.11 FEET FROM THE MONUMENT LOCATED AT THE INTERSECTION OF 500 SOUTH STREET AND 800 WEST STREET (BASIS OF BEARING BEING SOUTH 89°49’33” WEST 2708.26 FEET ALONG MONUMENT LINE BETWEEN THE MONUMENT LOCATED AT THE INTERSECTION OF 500 WEST STREET AND 500 SOUTH STREET AND THE MONUMENT LOCATED AT THE INTERSECTION OF 800 WEST STREET AND 500 SOUTH STREET) AND RUNNING THENCE SOUTH 20.00 FEET; THENCE WEST 20.00 FEET; THENCE NORTH 20.00 FEET; THENCE EAST 20.00 FEET, MORE OR LESS, TO THE POINT OF BEGINNING.

CONTAINS: 400 SQ. FT., OR 0.009 ACRES, MORE OR LESS, AS DESCRIBED.

 

Exhibit F-5


A PART OF THE SOUTHWEST QUARTER OF SECTION 24 AND THE SOUTHEAST QUARTER OF SECTION 23, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, DAVIS COUNTY, STATE OF UTAH, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

A 15 FOOT WIDE PIPELINE EASEMENT, BEING 7.5 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE:

BEGINNING AT A POINT WHICH LIES NORTH A DISTANCE OF 2.01 FEET AND EAST A DISTANCE OF 1471.29 FEET AND SOUTH A DISTANCE OF 15.00 FEET FROM THE SOUTHWEST CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, SAID SOUTHWEST CORNER OF SECTION 24 LIES SOUTH 89°26’58” WEST 2462.37 FEET AND NORTH 562.11 FEET FROM THE MONUMENT LOCATED AT THE INTERSECTION OF 500 SOUTH STREET AND 800 WEST STREET (BASIS OF BEARING BEING SOUTH 89°49’33” WEST 2708.26 FEET ALONG MONUMENT LINE BETWEEN THE MONUMENT LOCATED AT THE INTERSECTION OF 500 WEST STREET AND 500 SOUTH STREET AND THE MONUMENT LOCATED AT THE INTERSECTION OF 800 WEST STREET AND 500 SOUTH STREET) AND RUNNING

THENCE SOUTH 89°42’44” EAST 8.43 FEET;

THENCE SOUTH 88°37’20” EAST 5.98 FEET;

THENCE SOUTH 87°53’57” EAST 12.65 FEET;

THENCE SOUTH 44°38’30” EAST 19.46 FEET;

THENCE SOUTH 01°52’26” WEST 16.78 FEET;

THENCE SOUTH 00°13’11” EAST 78.46 FEET;

THENCE SOUTH 00°16’47” WEST 90.70 FEET;

THENCE SOUTH 00°12’31” WEST 75.84 FEET;

THENCE SOUTH 00°06’34” EAST 48.54 FEET;

THENCE SOUTH 00°00’05” EAST 83.16 FEET;

THENCE SOUTH 00°10’32” EAST 76.59 FEET, MORE OR LESS, TO THE NORTHERLY RIGHT OF WAY LINE OF 500 SOUTH STREET ON THE SOUTHERLY LINE OF GRANTOR’S LAND AND TERMINATING.

CONTAINS: 7,749 SQ. FT., OR 0.178 ACRES, MORE OR LESS, AS DESCRIBED.

 

Exhibit F-5


Exhibit F-6

to

Seventh Amended and Restated Master Lease and Access Agreement

 

 

[Legal Description for Navajo Refinery Complex (excluding the Truck Rack, the Artesia Blending Station, the Artesia Pump and Receiving Stations and the LACT Units)]

 

LOGO

 

Exhibit F-6


Tanks 0020 and 0021

 

LOGO

 

Exhibit F-6


Tank 0022

 

LOGO

 

Exhibit F-6


Tank 0023

 

LOGO

 

Exhibit F-6


Exhibit F-7

to

Seventh Amended and Restated Master Lease and Access Agreement

 

 

[Legal Description for Artesia Pump and Receiving Stations]

El Paso 8”/12” Products Pipeline Originating Pump Station;

Four Corners 12” Products Pipeline Originating Station;

Lovington 8” Pipeline Receiving Station;

Lovington 10” Pipeline Receiving Station;

Lovington 16” Pipeline Receiving Station; and

Natural Gas 8” Pipeline Receiving Station

A TRACT OF LAND LOCATED IN SECTION 9, TOWNSHIP 17 SOUTH, RANGE 26 EAST, N.M.P.M., EDDY COUNTY, NEW MEXICO AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT WHICH LIES N.00°03’12”E., 1,550.98 FEET AND S.89°56’39”E., 1,357.30 FEET FROM THE SOUTHWEST CORNER OF SAID SECTION 9; THENCE N.00°37’05”W., 273.20 FEET; THENCE S.89°41’31”E., 30.10 FEET; THENCE S.00°22’11”W., 57.00 FEET; THENCE S.89°54’09”E., 110.00 FEET; THENCE N.01°28’56”W., 71.10 FEET; THENCE N.89°59’36”E., 159.90 FEET; THENCE N.00°04’44”W., 117.00 FEET; THENCE S.88°15’46”E., 159.20 FEET; THENCE S.01°15’48”W., 399.70 FEET; THENCE N.89°56’19”W., 445.00 FEET TO THE POINT OF BEGINNING. SAID TRACT OF LAND CONTAINING 3.1906 ACRES, MORE OR LESS.

El Paso 6” Pipeline Pump Station

A TRACT OF LAND LOCATED IN SECTION 9, TOWNSHIP 17 SOUTH, RANGE 26 EAST, N.M.P.M., EDDY COUNTY, NEW MEXICO AND BEING MORE PARTICULARLY DESCRIBED HEREIN AS FOLLOWS:

BEGINNING AT A POINT WHICH LIES IN N.00°03’12”E., 2,000.73 FEET AND S.89°55’55”E., 209.55 FEET FROM THE SOUTHWEST CORNER OF SAID SECTION 9; THENCE N.89°48’19”E., 128.13 FEET; THENCE S.00°02’29”E., 307.18 FEET; THENCE S.88°50’31”W., 102.17 FEET; THENCE N.04°34’06”W., 74.10 FEET; THENCE N.89°31’37”W., 12.60 FEET; THENCE N.0l°52’38”W., 235.00 FEET TO THE POINT OF BEGINNING. SAID TRACT OF LAND CONTAINING 0.8467 ACRES, MORE OR LESS.

Roswell 4” Pipeline Pump Station

A TRACT OF LAND LOCATED IN SECTION 9, TOWNSHIP 17 SOUTH, RANGE 26 EAST, N.M.P.M., EDDY COUNTY, NEW MEXICO AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT WHICH LIES S.00°03’12”W., 1,705.65 FEET AND S.89°56’48”E., 110.28 FEET FROM THE NORTHWEST CORNER OF SAID SECTION 9; THENCE S.89°45’19”E., 64.10 FEET; THENCE S.00°00’10”W., 36.00 FEET; THENCE N.89°45’19”W., 64.10 FEET; THENCE N.00°00’10”E., 36.00 FEET TO THE POINT OF BEGINNING. SAID TRACT OF LAND CONTAINING 0.0530 ACRES, MORE OR LESS.

 

Exhibit F-7


Exhibit F-8

to

Seventh Amended and Restated Master Lease and Access Agreement

 

 

 

Exhibit F-8


[Legal Description for units at El Dorado Refinery]

Naphtha Fractionation Tower

Beginning at the Northeast corner of the Fractionator Unit Refinery Station S1259’-4”, W1448’-4”; thence N88°01’22”W, a distance of 56.8’; thence S88°16’33”W, a distance of 125.5 feet; thence S43°02’36”W, a distance of 14.1’; thence S01°43’45”E, a distance of 94.6 feet; thence N88°16’33”E, a distance of 171.3 feet; thence N78°17’00”E, a distance of 21 feet; thence N01°43’27”W, a distance of 97.3 feet to the Point of Beginning. The North 64 feet of above described tract is situated in the Southeast Quarter of the Southwest Quarter of Section 10, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas; the South 41 feet of the above described tract is situated in the Northeast Quarter of the Northwest Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas. Contains 19,882 square feet.

See next page.

 

Exhibit F-8


LOGO

 

Exhibit F-8


Hydrogen Generation Unit

Beginning at the Northwest corner of the HGU-3 Unit Refinery Station S2439’-6”, W2572’-11”; thence S01°35’05”W a distance of 193 feet; thence S88°29’25”E, a distance of 134 feet; thence N01°35’05”E, a distance of 22 feet; thence N88°28’00”W, a distance of 24 feet; thence N01°35’05”E, a distance of 171 feet; thence N88°24’55”W, a distance of 110 feet to the Point of Beginning. Above described tract is situated in the Northeast Quarter of the Northwest Quarter of Section 15, Township 26 South, Range 5 East of the Sixth Principal Meridian, Butler County, Kansas. Contains 21,749 square feet.

See next page.

 

Exhibit F-8


LOGO

 

Exhibit F-8


Exhibit F-9

to

Seventh Amended and Restated Master Lease and Access Agreement

 

 

[Legal Description for Woods Cross Refinery Complex (for Woods Cross Operating)]

THE “PREMISES” SHALL BE THE FOOTPRINT OF THE UNITS LOCATED WHOLLY WITHIN THE FOLLOWING DESCRIBED TRACTS OF LAND:

THE BASIS OF BEARING FOR THESE DESCRIPTIONS IS SOUTH 89°16’59” WEST ALONG THE CENTERLINE OF 500 SOUTH STREET FROM THE PI MONUMENT AT THE INTERSECTION OF 500 SOUTH AND 800 WEST STREETS TO THE PI MONUMENT AT THE INTERSECTION OF 500 SOUTH AND 1100 WEST STREETS.

THREE PARCELS OF LAND SITUATE IN THE SOUTHWEST QUARTER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN, DAVIS COUNTY, UTAH, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

PARCEL 1:

BEGINNING SOUTH 89°16’59” WEST, ALONG THE CENTERLINE OF 500 SOUTH STREET, 371.31 FEET AND NORTH 00°43’01” WEST 1322.16 FEET FROM THE PI MONUMENT AT THE INTERSECTION OF 500 SOUTH STREET AND 800 WEST STREET, SAID PI MONUMENT BEING SOUTH 89°36’45” WEST 195.44 FEET, TO THE CENTERLINE OF 800 WEST STREET, AND SOUTH 00°23’15” EAST, ALONG THE CENTERLINE OF 800 WEST STREET, 546.68 FEET FROM THE SOUTH QUARTER CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN AND RUNNING THENCE NORTH 00°35’47” WEST 3.84 FEET; THENCE NORTH 89°55’31” WEST 247.45 FEET; THENCE 18.35 FEET ALONG THE ARC OF A 15.82 FOOT RADIUS NON-TANGENT CURVE TO THE LEFT (CHORD BEARS SOUTH 58°43’45” WEST 17.34 FEET) AND THE CENTER BEARS NORTH 64°29’46” WEST; THENCE SOUTH 89°53’50” WEST 37.39 FEET; THENCE NORTH 00°01’31” WEST 188.15 FEET; THENCE 17.84 FEET ALONG THE ARC OF A 15.93 FOOT RADIUS NON-TANGENT CURVE TO THE RIGHT (CHORD BEARS NORTH 37°43’26” WEST 16.92 FEET) AND THE CENTER BEARS NORTH 20°12’00” EAST; THENCE SOUTH 89°58’26” WEST 98.93 FEET; THENCE NORTH 00°05’13” WEST 71.75 FEET; THENCE NORTH 89°47’33” EAST 26.50 FEET; THENCE SOUTH 00°19’55” EAST 1.81 FEET; THENCE NORTH 89°40’11” EAST 101.14 FEET; THENCE SOUTH 89°59’27” EAST 279.13 FEET; THENCE 35.27 FEET ALONG THE ARC OF A 18.06 FOOT RADIUS NON-TANGENT CURVE TO THE RIGHT (CHORD BEARS SOUTH 42°03’00” EAST 29.92 FEET) AND THE CENTER BEARS SOUTH 08°00’50” EAST; THENCE SOUTH 00°06’22” WEST 19.97 FEET; THENCE NORTH 89°05’53” WEST 80.12 FEET; THENCE SOUTH 00°08’07” EAST 69.10 FEET; THENCE NORTH 89°59’12” EAST 60.02 FEET; THENCE 30.13 FEET ALONG THE ARC OF A 16.88 FOOT RADIUS NON-TANGENT CURVE TO THE RIGHT (CHORD BEARS SOUTH 49°39’22” EAST 26.29 FEET) AND THE CENTER BEARS SOUTH 10°47’14” EAST; THENCE SOUTH 00°00’25” WEST 123.60 FEET; THENCE 27.92 FEET ALONG THE ARC OF A 15.33 FOOT RADIUS NON-TANGENT CURVE TO THE RIGHT (CHORD BEARS SOUTH 46°57’09” WEST 24.22 FEET) AND THE CENTER BEARS SOUTH 84°47’04” WEST, TO THE POINT OF BEGINNING.

CONTAINS 1.979 ACRES, MORE OR LESS

 

Exhibit F-9


PARCEL 2:

BEGINNING SOUTH 89°16’59” WEST, ALONG THE CENTERLINE OF 500 SOUTH STREET, 683.88 FEET AND NORTH 00°43’01” WEST 1458.35 FEET FROM THE PI MONUMENT AT THE INTERSECTION OF 500 SOUTH STREET AND 800 WEST STREET, SAID PI MONUMENT BEING SOUTH 89°36’45” WEST 195.44 FEET, TO THE CENTERLINE OF 800 WEST STREET, AND SOUTH 00°23’15” EAST, ALONG THE CENTERLINE OF 800 WEST STREET, 546.68 FEET FROM THE SOUTH QUARTER CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN AND RUNNING THENCE NORTH 89°52’16” WEST 23.10 FEET; THENCE NORTH 00°06’55” EAST 24.85 FEET; THENCE SOUTH 89°51’57” EAST 23.07 FEET; THENCE SOUTH 00°02’29” WEST 24.85 FEET TO THE POINT OF BEGINNING.

CONTAINS 574 SF, MORE OR LESS

PARCEL 3:

BEGINNING SOUTH 89°16’59” WEST, ALONG THE CENTERLINE OF 500 SOUTH STREET, 709.85 FEET AND NORTH 00°43’01” WEST 1352.39 FEET FROM THE PI MONUMENT AT THE INTERSECTION OF 500 SOUTH STREET AND 800 WEST STREET, SAID PI MONUMENT BEING SOUTH 89°36’45” WEST 195.44 FEET, TO THE CENTERLINE OF 800 WEST STREET, AND SOUTH 00°23’15” EAST, ALONG THE CENTERLINE OF 800 WEST STREET, 546.68 FEET FROM THE SOUTH QUARTER CORNER OF SECTION 24, TOWNSHIP 2 NORTH, RANGE 1 WEST, SALT LAKE BASE AND MERIDIAN AND RUNNING THENCE NORTH 00°13’04” WEST 38.94 FEET; THENCE NORTH 89°44’23” EAST 24.87 FEET; THENCE SOUTH 00°04’33” EAST 39.35 FEET; THENCE NORTH 89°19’03” WEST 24.77 FEET TO THE POINT OF BEGINNING.

CONTAINS 971 SF, MORE OR LESS

 

Exhibit F-9


Exhibit F-10

to

Seventh Amended and Restated Master Lease and Access Agreement

 

 

Legal Description for Navajo Refinery Complex (LACT Units #6007102, 6007103, and the easternmost LACT Unit located in Lane 3 and related equipment)

LOGO

 

Exhibit F-10


Exhibit F-11

to

Seventh Amended and Restated Master Lease and Access Agreement

 

 

Legal Description for Casper Refinery Complex

The Applicable Premises as to the Applicable Assets at the Casper Refinery Complex include only that portion of the land described below upon which the Applicable Assets are situated and does not extend beyond the circular footprint of such Applicable Assets, the legal descriptions set forth herein notwithstanding.

Parcel 1:

A parcel of land located in a portion of the East half (E1/2) of Section 6 and the Northwest quarter (NW 1/4) of Section 5, Township 33 North, Range 78 West of the 6th Principal Meridian, and a portion of the Southeast quarter (SE1/4) of Section 31 and the Southwest quarter (SW1/4) of Section 32, Township 34 North, Range 78 West of the 6th Principal Meridian, Natrona County, Wyoming, being described as follows:

Commencing at the North quarter (N1/4) corner of said Section 6 and assuming the westerly line of the Northeast quarter (NE1/4) of said Section 6 as bearing South 00 degrees 48 minutes 16 seconds West with all other bearing contained herein relative thereto; thence North 88 degrees 00 minutes 44 seconds East, along the northerly line of said Northeast quarter (NE1/4) of Section 6, 654.07 feet to the point of beginning; thence continuing along said northerly line, North 88 degrees 00 minutes 44 seconds East, 139.72 feet to a point on the southeasterly bank of the North Platte River; thence along said southeasterly bank of the following two (2) courses and distances; thence North 33 degrees 23 minutes 52 seconds East, 985.94 feet; thence North 02 degrees 02 minutes, 19 seconds East, 542.11 feet; thence North 89 degrees 23 minutes 35 seconds East, 1,306.26 feet to the West line of the Southwest quarter (SW1/4) of said Section 32; thence South 89 degrees 25 minutes 50 seconds East, 768.11 feet; thence South 01 degrees 57 minutes 00 seconds West, 1,315.43 feet to a point on the South line of the Southwest quarter (SW1/4) of said Section 32; thence South 00 degrees 15 minutes 00 seconds West, 2,097.00 feet; thence North 86 degrees 18 minutes 00 seconds West, 50.09 feet; thence South 00 degrees 15 minutes 00 seconds West, 466.48 feet to a point on the northerly right-of-way line of BNSF Railroad, thence along said northerly Right-of-Way line, North 86 degrees 21 minutes 00 seconds West, 219.07 feet; thence South 00 degrees 15 minutes 00 seconds West, 116.00 feet; thence North 87 degrees 24 minutes 00 seconds West, 506.38 feet to a point on the easterly line of the Southeast quarter (SE1/4) of said Section 6; thence along said easterly line of said Southeast quarter (SE1/4) South 001 degrees 20 minutes 53 seconds West, 805.45 feet to a point on the northerly right-of-way line of US Highway 20; thence along said northerly right-of-way line the following four (4) courses and distances; thence North 81 degrees 17 minutes 20 seconds West, 157.87 feet; thence North 72 degrees 24 minutes 27 seconds West, 689.67 feet; thence North 81 degrees 16 minutes 11 seconds West, 562.43 feet; thence North 89 degrees 07 minutes 14 seconds West, 607.60 feet; thence North 00 degrees 41 minutes 25 seconds East, 3,056.62 feet to the point of beginning.

EXCEPTING THEREFROM that portion of land lying within the BNSF Railroad Right-of-Way located in the East half (E1/2) of Section 6, Township 33 North, Range 78 West of the 6th Principal Meridian, Natrona County, Wyoming.

Parcel 2:

A parcel located in the South half of the Southeast quarter (S1/2SE1/4) of Section 31, Township 34 North, Range 78 West of the 6th Principal Meridian, Natrona County, Wyoming and being more particularly described as follows:

 

Exhibit F-11


Beginning at a point in the southerly line of said parcel said point being the Southeast corner of the Southwest corner of the Southeast quarter of the Southeast quarter (SE1/4SE1/4) of Section 31, South 87 degrees 53 minutes West, 444.68 feet to a point in the right and southeasterly bank of the North Platte River; thence along said river bank, North 22 degrees 34 minutes East, 284.23 feet to a point; thence South 58 degrees 36 minutes East, and parallel to an existing pipeline as measured 10.00 feet perpendicularly and southwesterly therefrom, 405.79 feet to a point; thence South 0 degrees 05 minutes West, 34.31 feet to a point, thence South 87 degrees 53 minutes West, 11.00 feet to the point of beginning.

Parcel 3:

A strip of land twenty-five (25) feet wide, running diagonally in, upon and across the Northwest quarter of the Northeast quarter (NW1/4NE1/4) and the East half of the Northwest quarter (E1/2NW1/4) of Section 6, Township 33 North, Range 79 West of the 6th Principal Meridian; Natrona County, Wyoming, said strip running in a northeasterly and southwesterly direction, which said strip of land is by metes and bounds particularly described as follows, to wit:

Beginning at the East line of the Southwest quarter of the Northwest quarter (SW1/4NW1/4) of Section 6, Township 33 North, Range 79 West of the 6th Principal Meridian, 708 feet North of the Southwest corner of the Southeast quarter of the Northwest quarter (SE1/4NW1/4) and at Survey State 38 plus 22; thence North 65 degrees 32 seconds East a distance of 151.1 feet, and at Survey Station 39.0 plus 73.1; thence 3 degrees C.L. Central Angle 16 degrees 30 minutes a distance of 550.0 feet, and at Survey Station 45.0 plus 23.1; thence North 49 degrees 52 minutes East a distance of 21.7 feet, and at Survey Station 45.0 plus 44.8; 4 C.L. Central Angle 8 degrees 24 minutes a distance of 210 feet and at Survey Station 47.0 plus 54.8; thence North 40 degrees 38 minutes East a distance of 40.6 feet, and at Survey Station 47.0 plus 95.4; thence 2 degrees C.R. Central Angle 10 degrees 38 minutes a distance of 531.7 feet and at Survey Station 53.0 plus 27.1; thence North 51 degrees 16 minutes East a distance of 1547.0 feet, and at Survey Station 68.0 plus 74.1; thence on a seven degree curve left, central angle 27 degrees 18, omits 12.0 feet to a point on the North line of Section 6, Township 33 North, Range 79 West, which point is 1089.6 feet East of the North quarter corner of Section 6 and at Survey Station 68.0; is 86.1. The above described line being the center line of a twenty-five (25) fort right of way for the pipeline.

Parcel 4:

Section 25, Township 34 North, Range 79 West of the 6th Principal Meridian, Natrona County, Wyoming.

Parcel 5:

A strip of land being 50 feet in width, being a part of the Northwest quarter (NW1/4) of Section 5, Township 33 North, Range 78 West, and the Southwest quarter of the Southwest quarter (SW1/4SW1/4) of Section 32, Township 34 North, Range 78 West of the 6th Principal Meridian, Natrona County, Wyoming. Being more particularly described as follows:

Beginning at a point on the line common to said Section 5 and 32, distant South 89 degrees 30 minutes East, 718.63 feet from the corner common to Sections 31 and 32 of said Township 34 North, Range 78 West, and Sections 5 and 6 of said Township 33 North, Range 78 West; thence from the point of beginning; North 1 degree 57 minutes East, 1315.18 feet along the Easterly property line of the Little American Refining Company, to a point on the North line of the Southwest quarter of the Southwest quarter (SW1/4SW1/4), said Section 32, thence Easterly along the northerly line of said Southwest quarter of the Southwest quarter (SW1/4SW1/4), 50.00 feet to a point; thence South 1 degree 57 minutes West, 1315.18 feet along the westerly property line of

 

Exhibit F-11


the Brookhurst Subdivision to a point on the line common to said Sections 5 and 32; thence South 0 degrees 15 minutes West, 2097.0 feet along the westerly property line of the Brookhurst Subdivision to a point thence North 86 degrees 18 minutes West, 50.0 feet to a point on the easterly property line of said Little American Refining Company, thence North 0 degrees 15 minutes East, 2094.04 feet along the easterly property line of said Oil Company tract, to the point of beginning.

Parcel 6:

The following Sections in Township 34 North, Flange 78 West of the 6th Principal Meridian, Natrona County, Wyoming:

Section 19: South half (S1/2)

Section 29: Northwest quarter (NW1/4)

Section 30: Northeast quarter of the Northwest quarter (NE. 1/4NW1/4), East half of the Southeast quarter of the Northwest quarter (E1/2SE1/4NW1/4), Northeast quarter (NE1/4), Southeast quarter of the Northwest quarter of the Southwest quarter (SE1/2NW1/4SW1/4), Northeast quarter of the Southwest quarter (NE1/4SW1/4), South half of the Southwest quarter (S1/2SW1/4)

Section 31: A parcel located and being a portion of the Northwest quarter (NW1/4) of Section 31m, Township 34 North, Range 78 West of the 6th Principal Meridian, Natrona County, Wyoming, and more particularly described as follows:

Start at a point on the North line of the Northwest quarter (NW1/4) of said Section 31, located South 87 degrees 51 minutes West, 853.46 feet for the Northeast corner of the Northwest quarter (NW1/4) of said Section 31, 1041.64 feet to the Northwest corner of the parcel being described, thence South 1 degree 58 minutes 16 seconds West, 1384.68 feet to the Southwest corner of the parcel described; thence North 87 degrees 43 minutes 54 seconds East, 1041.79 feet to the Southeast corner of the parcel being described and also the Southwest corner of the adjoining parcel B; thence North 1 degree 58 minutes 16 seconds East, along the line common to the parcel being described and adjoining to Parcel B, 1382.52 feet to the point of beginning.

Parcel 7:

The South half (South 1/2) of Lot 1, All of Lot 2, the West half (W1/2) and the Northeast quarter of (NE1/4) Lot 2 and the Northeast quarter (NE1/4) of Lot 3 and the West Half of the Southeast quarter of the Northwest quarter (W1/2SE1/4NW1/4) of Section 30, Township 34 North, Range 78 West of the 6th Principal Meridian, Natrona County, Wyoming.

 

Exhibit F-11


Exhibit F-12

to

Seventh Amended and Restated Master Lease and Access Agreement

 

 

Legal Description for Sinclair Refinery Complex

The Applicable Premises as to the Applicable Assets at the Sinclair Refinery Complex include only that portion of the land described below upon which the Applicable Assets are situated and does not extend beyond the circular footprint of such Applicable Assets, the legal descriptions set forth herein notwithstanding.

Parcel 1

Lots 11 & 12, Block 35, Original Town of Parco (Now Sinclair), Carbon County, Wyoming.

Parcel 2

Lots 13 & 14, Block 60, Original Town of Parco (Now Sinclair), Carbon County, Wyoming.

Parcel 3

Lot 4, Block 16, Original Town of Parco (Now Sinclair), Carbon County, Wyoming.

Parcel 4

All of Lots 7 and 8, Block 35, Original Town of Parco (Now Sinclair), Carbon County, Wyoming.

Parcel 5

All of Lots 4, 5 and 6, Block 35, Original Town of Parco (Now Sinclair), Carbon County, Wyoming.

Parcel 6

The East 49.50 feet of Lot 6 and the East 49.50 feet of the South 4.50 feet of Lot 5, Block 33, Original Town of Parco, now Town of Sinclair, Carbon County, Wyoming.

The East 48.50 feet of the West 50.50 feet of Lot 6, and the South 4.50 feet of the East 48.50 feet of the West 50.50 feet of Lot 5, Block 33, Original Town of Parco (now Sinclair), Carbon County, Wyoming.

Parcel 7

Lots 1, 2, and 3 in Block 35 to the Original Town of Parco (now Sinclair), Carbon County, Wyoming.

Parcel 8

Lots 9, 10, 11, and 12, Block 60, Original Town of Parco (now Sinclair), Carbon County, Wyoming.

Parcel 9

Lot 2, Block 16, Original Town of Parco (now Sinclair), Carbon County, Wyoming.

Parcel 10

Lots 1 thru 12, Block 125, Second Subdivision, Town of Sinclair, Carbon County, Wyoming.

 

Exhibit F-12


Lots 1 thru 12, Block 126, Second Subdivision of the Town of Sinclair, Carbon County, Wyoming.

Lots 1 thru 12, Block 127, Second Subdivision of the Town of Sinclair, Carbon County, Wyoming.

Lots 1 thru 12, Block 128, Second Subdivision of the Town of Sinclair, Carbon County, Wyoming.

Lots 9 thru 12, and the North half of Lot 8, Block 130, Second Subdivision, Town of Sinclair, Carbon County, Wyoming.

Lots 1 thru 6, and 8 thru 12, and East 45 feet of Lot 7, Block 133, Second Subdivision, Town of Sinclair, Carbon County, Wyoming.

Lots 1 thru 5, and those portions of Lots 6, 8, 9, 10, 11, and 12, Block 134, Second Subdivision, Town of Sinclair, Carbon County, Wyoming. Excepting therefrom that portion of said Lots 6, 8, 9, 10 and 12 taken for highway right of way purposes.

Lots 1 thru 10, Block 135, Second Subdivision, Town of Sinclair, Carbon County, Wyoming.

Lots 1 thru 3, and 8 thru 10, North 35 feet of Lot 4, and that portion of Lot 7, Block 138, Second Subdivision, Town of Sinclair, Carbon County, Wyoming. Excepting therefrom that portion of Lot 7 taken for highway right of way purposes.

That portion of Lots 1, 2, and 3, Block 139, Second Subdivision, Carbon County, Wyoming, less the right-of-way for the Seminoe Road as described in Book 701 at Page 670 of the records of the Carbon County Clerk and Ex-officio Register of Deeds.

Lots 1 thru 12 and that portion of Lot 13, Block 140, Second Subdivision, Town of Sinclair, Carbon County, Wyoming. Excepting therefrom that portion of Lot 13 taken for Seminoe Road right of way purposes.

Lots 1 thru 14, Block 141, Second Subdivision, Town of Sinclair, Carbon County, Wyoming.

Parcel 11

Lot 2, Block 1, Original Town of Parco (now Sinclair), Carbon County, Wyoming.

Parcel 12

Lot 3, Block 15, Original Town of Parco (now Sinclair), Carbon County, Wyoming.

Parcel 13

Lots 1, 2, East 19 feet of Lot 19, Lots 20, 21, 22, 23 and 24, Block 36, Original Town of Parco (now Sinclair), Carbon County, Wyoming.

Parcel 14

Lot 1, Block 60, Original Town of Parco (now Sinclair), Carbon County, Wyoming.

Parcel 15

Lot 9, Block 137, Second Subdivision of the Original Town of Parco (now Sinclair), Carbon County, Wyoming.

 

Exhibit F-12


Parcel 16

Lots 1, 2, 3, 4, 8, 9, 10, 11 and 12 in Block 3, Original Town of Parco (now Sinclair), Carbon County, Wyoming.

Parcel 17

That portion of Section 21, Township 21 North, Range 86 West, 6th Principal Meridian, Carbon County, Wyoming, lying easterly of the Original Townsite of Parco (now Sinclair), Wyoming and Northerly of the Northerly line of the Union Pacific Railroad Right of Way, and more completely described as follows:

Beginning at the Northeast Corner of said Section 21; thence South 0 degrees 29 minutes 30 seconds East, 1915 feet, more or less, along the East line of said Section 21 to the Northerly right of way line of the Union Pacific Railroad; thence South 87 degrees 38 minutes 30 seconds West, 2814.86 feet along the Northerly Right of Way line of the Union Pacific Railroad; thence North 0 degrees 00 minutes 20 seconds East, 90.15 feet to the Northeast corner of the Town of Sinclair Water Tower Tract; thence North 89 degrees 51 minutes 40 seconds West, 150.00 feet, more or less, to a point on the line between Corner No. 6 and Corner No. 7 as shown on the Plat of the Original Townsite of Parco, Wyoming; thence North 0 degrees 08 minutes 20 seconds East, 220.00 feel along the East line of South First Street to Corner No. 6 as shown on the Plat of the Original Townsite of Parco, Wyoming; thence North 89 degrees 51 minutes 40 seconds West, 720.2 feet, along the North line of Lincoln Avenue to Corner No. 5 as shown on the Plat of the Original Townsite of Parco, Wyoming; thence North 0 degrees 00 minutes 20 seconds East, 426.0 feet to Corner No. 4 as shown on the Plat of the Original Townsite of Parco, Wyoming; thence North 89 degrees 50 minutes 10 seconds West, 549.4 feet to Corner No. 3 as shown on the Plat of the Original Townsite of Parco, Wyoming; thence North 47 degrees 54 minutes 30 seconds West, 733.8 feet to Corner No. 2 as shown on the Plat of the Original Townsite of Parco, Wyoming; thence North 0 degrees 00 minutes 30 seconds East, 172.23 feet to the Southwest Corner of the Pioneer Pump Station site; thence South 89 degrees 59 minutes 30 seconds East, 337.50 feet to the Southeast Corner of the Pioneer Pump Station site; thence North 0 degrees 00 minutes 30 seconds East, 165.00 feet to the Northeast Corner of the Pioneer Pump Station site; thence North 89 degrees 59 minutes 30 seconds West, 337.50 feet to the Northwest Corner of the Pioneer Pump Station Site; thence North 0 degrees 00 minutes 30 seconds East, 462.17 feet to Corner No. 1, as shown on the Plat of the Original Townsite of Parco,. Wyoming; thence South 90 degrees 00 minutes East, 2109.7 feet, more or less, along the North line of said Section 21 to the Quarter Corner between Sections 16 and 21; thence South 90 degrees 00 minutes East, 2649.6 feet, more or less, along the North line of said Section 21 to the point of beginning; said tract containing 190.33 acres, more or less, and excluding that land deeded to the Wyoming Highway Commission as Tract No. 2 and recorded and described in Miscellaneous Records Book No. 411, pages 563 and 564 in the Office of the County Clerk, Carbon County, Wyoming.

AND

That portion of Section 21, Township 21 North, Range 86 West, 6th Principal Meridian, Carbon County, Wyoming, lying between the Southerly Right of Way Line of the Union Pacific Railroad and the Northerly Right of Way Line of U.S. Highway 1-80 and more completely described as follows:

Beginning at the intersection of the West line of said Section 21 and the Southerly Right of Way Line of the Union Pacific Railroad; thence North 87 degrees 38 minutes 30 seconds East, 5304.9 feet, more

 

Exhibit F-12


or less, along the Southerly Right of Way line of the Union Pacific Railroad to the East line of said Section 21; thence South 0 degrees 29 minutes 30 seconds East, 325.5 feet, more or less, along the East line of said Section 21 to the Quarter Corner between Sections 21 and 22; thence South 0 degrees 23 minutes 30 seconds East, 1019.0 feet, more or less, along the East line of said Section 21 to the Northerly Right of Way Line of U.S. Highway 1-80; thence Northwesterly 5305.0 feet, more or less, along the Northerly Right of Way Line of U.S. Highway 1-80 to the West line of said Section 21; thence North 0 degrees 21 minutes 45 seconds West, 329.0 feet, more or less, along the West line of said Section 21 to the point of beginning.

Parcel 18

All of Section 20, Township 21 North, Range 86 West, 6th Principal Meridian, Carbon County, Wyoming; excepting that portion of Sec. 20 lying within the Original Townsite and the Second Subdivision of the Town of Parco (now Sinclair) and also excepting the Rights-of-Way for the Union Pacific Railroad, the Lincoln Highway (U.S. 30) and Interstate Highway 1-80.

AND

That portion of Section 21, Township 21 North, Range 86 West, 6th Principal Meridian, Carbon County, Wyoming lying south of the south Right of Way line of Interstate Highway I-80 and the north line of a tract of ground 194.81 feet wide lying along the entire south line of said Sec 21.

Parcel 19

That portion of Section 23, Township 21 North, Range 86 West, 6th Principal Meridian, Carbon County, Wyoming, lying northerly of the North line of the Union Pacific Railroad Right-of-Way.

Parcel 20

The South half of Section 13, Township 21 North, Range 86 West, 6th Principal Meridian, Carbon County, Wyoming.

AND

The Southeast quarter of the Northeast quarter (SE1/4 NE1/4) of Section 15, Township 21 North, Range 86 West, 6th Principal Meridian, Carbon County, Wyoming

Parcel 21

The Southwest quarter of the Southwest quarter (SW1/4 SW1/4) of Section 28, Township 22 North, Range 87 West of the 6th Principal Meridian, Carbon County, Wyoming.

Parcel 22

That portion of Section 5, Township 21 North, Range 85 West, 6th Principal Meridian, described as follows:

Beginning at the Southwest corner of the tract which bears N0°00’E, a distance of 2965.2 feet from the Southwest corner of said Section 5, said Southwest corner of the tract being monumented with a 5/8” rebar and a steel fence post; Thence S75°00’E, a distance of 290.0 feet, to the Southeast corner of said tract which is monumented with a 5/8” rebar and a steel fence post; Thence N0°00’E, a distance of

 

Exhibit F-12


200.0 feet to a point on the South bank of the North Platte River, said point being monumented with a 5/8” rebar and a steel fence post; Thence continuing N0°00’E, 100.0 feet to the centerline of the North Platte River; Thence N75°00’W, a distance of 290.0 feet along the centerline of said North Platte River to the west line of said Section 5 ; thence: S0°00’W, a distance of 80.0 feet along the west line of said Section 5 to a point on the South bank of the North Platte River said point being monumented by a 5/8” rebar and a steel fence post; Thence continuing S0°00’ W along the west line of said Section 5, a distance of 220.0 feet to the point of beginning.

Parcel 23

A tract of ground in the Southwest quarter for the Northwest quarter (SW1/4NW1/4) Section 5, Township 21 North, Range 85 West of the 6th Principal Meridian, situate in Carbon County, State of Wyoming, more completely described as follows:

Beginning at a point which bears N0°00’E, a distance of 2516.81 feet from the Southwest corner of said Section 5; thence S69°53’56“E, a distance of 125.33 feet, along the North edge of the Golf Course Road; thence continuing along the North edge of the Golf Course Road through a 18°00’ curve to the left having a central angle of 31°48’ and a radius of 319.63 feet, a distance of 176.66 feet to the end of the curve; thence continuing along the North edge of the Golf Course Road N78 °17’34“E, a distance of 602.10 feet; thence N13°33’30“W, a distance of 745.89 feet more or less to the centerline main channel North Platte River; thence S74°40’W, a distance of 443.84 feet more or less along the centerline of said river; thence S00°00’W, a distance of 300.0 feet more or less along the East line of existing tract; thence N70°00’W, a distance of 290.0 feet along the South line of existing tract; thence S0°00’W, a distance of 448.35 feet along the West line of said Section 5 to the point of beginning.

Parcel 24

The North half of Section 13, Township 21 North, Range 86 West, 6th Principal Meridian, Carbon County, Wyoming.

AND

All of Section 14, Township 21 North, Range 86 West, 6th Principal Meridian, Carbon County, Wyoming.

AND

The South half of Section 15, Township 21 North, Range 86 West, 6th Principal Meridian, Carbon County, Wyoming.

AND

That portion of Section 16, Township 21 North, Range 86 West, 6th Principal Meridian, Carbon County, Wyoming, lying Southeasterly of the Seminoe Dam County Road and the Golf Course County Road, more completely described as follows:

Beginning at the Southeast Corner of said Section 16; thence North 90 degrees 00 minutes West, 2649.6 feet, more or less, along the South line of said Section 16 to the Quarter corner between Sections 16 and 21; thence North 90 degrees 00 minutes West, 2109.7 feet, more or less, along the South line of

 

Exhibit F-12


said Section 16 to Corner No. 1 as shown on the Plat of the Original Townsite of Parco, Wyoming; thence North 00 degrees 00 minutes 30 seconds East, 60.00 feet to Corner No. 10 as shown on the Plat of the Original Townsite of Parco, Wyoming; thence North 90 degrees 00 minutes West, 314.0 feet, more or less, along the North line of the Original Townsite of Parco, Wyoming, to the intersection with the Southeasterly Right of Way line of the Seminoe Dam County Road; thence Northeasterly 3287 feet, more or less, along the Southeasterly Right of Way line of the Seminoe Dam County Road to the intersection with the Southeasterly Right of Way Line of the Golf Course County Road, thence Northeasterly 3060 feet, more or less, along the Southeasterly Right of Way Line of the Golf Course County Road to the East line of said Section 16; thence South 0 degrees 26 minutes East, 850 feet, more or less, along the East line of said Section 16 to the Quarter Corner between Sections 16 and 15; thence North 0 degrees 34 minutes East, 2640 feet, more or less, along the East line of the said Section 16 to the point of beginning, said parcel containing 230 acres, more or less, and excluding that land deeded to Pasco Pipeline Company by warranty deed dated March 29, 1976, and recorded and described in Miscellaneous Records Book No. 635, Page 730 in the Office of the County Clerk, Carbon County, Wyoming.

AND

That portion of Section 22, Township 21 North, Range 86 West, 6th Principal Meridian. Carbon County, Wyoming, lying Northerly of the Northerly Right of Way Line of the Union Pacific Railroad, and more completely described as follows:

Beginning at the Northeast corner of said Section 22; thence South 0 degrees 20 minutes East, 1722.5 feet along the East line of said Section 22, to the Northerly Right of Way line of the Union Pacific Railroad; thence South 87 degrees 38 minutes 30 seconds West, 5274.44 feet, more or less, along the Northerly Right of Way line of the Union Pacific Railroad to the West line of said Section 22; thence North 0 degrees 29 minutes 30 seconds West, 1915.0 feet, more or less, along the West line of said Section 22 to the Northwest comer of said Section 22; thence North 89 degrees 44 minutes East, 5276.5 feet, more or less, along the North line of said Section 22 to the point of beginning; said parcel containing 201.4 acres, more or less, and excluding that land deeded to the Wyoming Highway Commission as Tract No. 1 and recorded and described in Miscellaneous Records Book No. 411, pages 563 and 564 in the Office of the County Clerk, Carbon County, Wyoming

AND

That portion of the North Half of Section 22, Township 21 North, Range 86 West, 6th Principal Meridian, Carbon County, Wyoming, lying South of the Southerly Right of Way Line of the Union Pacific Railroad and that portion of the West Half of the Southwest Quarter of Section 22 lying North of the North Right of Way line of U.S. Highway 1-80 and more completely described as follows:

Beginning at Quarter corner between said Sections 22 and 23; thence South 89 degrees 47 minutes 30 seconds West, 3952.7 feet, more or less, along the South line of the North half of said Section 22 to the Northeast corner of the West Half of the Southwest quarter of said Section 22; thence South 0 degrees 23 minutes 05 seconds West, 1280.0 feet, more or less, along the East line of the West Half of the Southwest quarter of said Section 21 to the Northerly Right of Way Line of U.S. Highway I-80; thence Northwesterly, 1342.0 feet. more or less, along the North Right of Way Line of U.S. Highway 1-80 to the West line of said Section 22; thence North 0 degrees 23 minutes 30 seconds West, 1019.0 feet, more or less, along the West line of said Section 22 to the Quarter corner between said Sections 21 and 22; thence North 0 degrees 29 minutes 30 seconds West, 325.5 feet, more or less, along the West line of said Section 22 to the Southerly right of Way Line of the Union Pacific Railroad; thence North 87 degrees 38 minutes 30 seconds

 

Exhibit F-12


East, 5274.9 feet, more or less, along the Southerly Right of Way Line of the Union Pacific Railroad to the East line of said Section 22; thence South 0 degrees 20 minutes East, 519.1 feet, more or less, along the East line of said Section 22 to the point of beginning; said parcel containing 74.5 acres, more or less; excluding that land deeded to the Wyoming Highway Commission as Tract No. I and recorded and described in Miscellaneous Records Book No. 411 at pages 563 and 564 in the Office of the County Clerk, Carbon County, Wyoming (A-1580, Refinery, Sinclair)

Parcel 25

Recreation Park: 130 A: Section 5 Township 21 North, Range 85 West, 6th Principal Meridian, Carbon County, Wyoming; Point of beginning on West line Section 5 1033.8 feet North of the Southwest corner of said Section; thence S86°34’E 3404.1; thence N42°49’E 783.7 feet; thence N39°16’E 750 feet to the center of the North Platte River; thence in a Westerly direction following the center line of the North Platte River to the West line of Section 5; thence South 180° 2275 feet to point of beginning.

Parcel 26

A tract of land in the Northeast quarter (NE1/4) of Section 6, Township 21 North, Range 85 West, 6th Principal Meridian, Carbon County, Wyoming, more completely described as follows:

Beginning at a point which bears N53°56’37“E, 4776.99 feet from the Southwest corner of said Section 6; Thence N68°22’E, 150.0 feet to the West line of the Town of Sinclair pump station tract; Thence N0°18’E, 289.00 feet, along the said West line of the pump station tract to a point; Thence S68°22’W, 150.00 feet to a point; Thence S0°18’W, 289.00 feet to the point of beginning.

Parcel 27

Lot 2 and the Southeast quarter of the Northwest quarter (SE1/4NW1/4) of Section 18, Township 21 North, Range 85 West, 6th Principal Meridian Carbon County, Wyoming.

Parcel 28

A portion of Section 16, Township 21 North, Range 86 West, 6th Principal Meridian, Carbon County, Wyoming, lying northwesterly of the Seminoe Dam County Road and the Golf Course County Road, more or completely described as follows:

Beginning at the intersection of the North line of Washington St. as shown on the plat of the Original townsite of Parco, Wyoming and the West line of said Sec. 16; Thence N0°01’30” W, 2582.2 feet along the West line of said Section 16 to the quarter corner between Sections 16 and 17; Thence N0°17’30“W, 2641.4 feet along the west line of said Section 16 to the Northwest corner of said Section 16; Thence S89°58’E, 2634.3 feet along the north line of said Section 16 to the 1/4 Corner between Sections 9 and 16; Thence S90°00’E, 2633.3 feet along the north line of said Section 16 to the Northeast corner of said Section 16; Thence S0°26’E, 1791.3 feet, more or less, to the southeasterly Right-of-Way Line of the Golf Course County Road; Thence southwesterly 3060 feet, more or less, along the southeasterly Right-of-Way Line of the Golf Course County Road to the intersection with the southeasterly Right-of-Way Line of the Seminoe Dam County Road; Thence southwesterly 3287 feet, more or less, along the southeasterly Right-of- Way Line of the Seminoe Dam County Road to the north line of Washington St. as shown on the plat of the Original Townsite of Parco, Wyoming; Thence N90°00’W, 226 feet, more or less, along the north line of said Washington St. to the point of beginning; and excepting the

 

Exhibit F-12


Northwest quarter of the Northeast quarter (NW1/4NE1/4) of the Southwest quarter (SW1/4) of said Section 16 (10 acres- USBR Substation); and excepting the following parcel: Commencing at a point located South 81° 04’22” East, 2001.38 feet from the West quarter corner of Section 16, Township 21 North, Range 86 West, 6th P.M.; thence North 0°18.5“00” West, 325.00 feel to a point; thence North 89°41.5’ 00” East, 400.00 feet to a point; thence South 0° 18.5’ 00” East, 325.00 feet to a point; thence South 89° 41.5’ 00” West, 400.00 feet to the point of beginning (2.98 acres more or less to Pacific Power and Light Company).

AND

South Half (S1/2) of Section 17, Township 21 North, Range 86 West, 6th Principal Meridian, Carbon County, Wyoming; excepting 1.737 acres lying within the Town of Parco, Wyoming (now Sinclair).

AND

That portion of the West Half of the Southwest Quarter (W1/2SW1/4) of Section 22, Township 21 North, Range 86 West, 6th Principal Meridian, Carbon County, Wyoming, lying south of the south Right-of-Way line of Interstate Highway I-80.

AND

All of Section 28, Township 21 North, Range 86 West, 6th Principal Meridian, Carbon County, Wyoming.

Parcel 29

The Southeast quarter of the Northeast quarter (SE1/4NE1/4) Section 6, Township 21 North, Range 85 West, 6° Principal Meridian, Carbon County, Wyoming.

Parcel 30

Lot 1, Sinclair Trucking Facility Minor Subdivision, Carbon County, Wyoming.

Parcel 31

Beginning at a point South 89°58’41” West 1314.547 feet along the North Line of Section 15 and South 00°19’20” East 1320.942 feet to a brass cap marking the Northeast Sixteenth Corner of Section 15, and South 00°20’30” East 418.932 feet from the Northeast corner of said Section 15, Township 21 North, Range 86 West, 6th Principal Meridian, Carbon County, Wyoming and running thence South 00°20’30” East 902.092 feet along the West Line of the Southeast Quarter of the Northeast Quarter (SE1/4NE1/4) of said Section 15 to a brass cap monument marking the Center East Sixteenth corner of said Section 15; thence South 89°57’53” West 3950.859 feet along the centerline of said Section 15 to an aluminum cap and rebar marking the West quarter corner of said Section 15; thence North 00°14’16” West 861.374 feet along the West Line of said Section 15 to a point on a non-tangent compound curve to the right from which the radius point bears South 07°45’49” East 1001.618 feet; thence Northeasterly 126.808 feet along said curve, also being the Southerly right-of-way line of the Golf Course Road (Carbon County Road No. 324) (Delta= 07015’14” and chord bears North 85°51’49” East 126.723 feet); thence North 89’29’25” East 3822.815 feet along said Southerly right-of-way line of the Golf Course Road (Carbon County Road No. 324) a proposed eighty-foot wide road to the point of beginning.

Parcel 32

Lots 1 through 16, Block 58, Original Town of Parco (Now Sinclair), Carbon County, Wyoming.

 

Exhibit F-12

Exhibit 10.4

ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT is entered into as of March 14, 2022 (the “Effective Date”), by and among HollyFrontier Corporation, a Delaware corporation (“HFC”), and HF Sinclair Corporation, a Delaware corporation (“HF Sinclair”). HFC and HF Sinclair are each individually referred to as a “Party” and collectively as the “Parties.”

WHEREAS, HFC and HF Sinclair entered into that certain Business Combination Agreement, dated as of August 2, 2021 (the “Business Combination Agreement”), by and among HFC, HF Sinclair and the other parties thereto, pursuant to which, among other things, HFC become a wholly owned subsidiary of HF Sinclair;

WHEREAS, certain directors, officers and employees of HFC are parties to certain indemnification agreements with HFC pursuant to which, among other things, HFC agrees to indemnify such directors, officers and employees for liabilities incurred in their capacities as such in accordance with the terms of such agreements; (collectively, the “Indemnification Agreements”); and

WHEREAS, HFC desires to assign all of its rights, titles, benefits, privileges and interests in, and HF Sinclair desires to assume all of HFC’s obligations under, the Indemnification Agreements pursuant to the transactions contemplated in the Business Combination Agreement.

NOW, THEREFORE, in consideration of the above referenced recitals and for the mutual promises, covenants and conditions hereinafter set forth and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. Assignment and Assumption. HFC hereby assigns, sells, transfers, grants and sets over to HF Sinclair, all of HFC’s rights, titles, benefits, privileges and interests in, to and under the Indemnification Agreements (the “Assignment”), and HF Sinclair hereby accepts the Assignment and hereby agrees to assume HFC’s obligations under the Indemnification Agreements and agrees to pay, perform and discharge when due the obligations from and under the Indemnification Agreements in the same manner and to the same extent HFC would be required to pay, perform and discharge such obligations. From and after the Assignment, all references in the Indemnification Agreements to HFC shall be deemed to be references to HF Sinclair.

2. Miscellaneous.

2.1 Further Assurances. The Parties agree to execute and deliver any and all papers and documents which may be reasonably necessary to carry out the terms of this Agreement.

2.2 Governing Law. This Agreement shall be governed by the internal law of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.


2.3 Entire Agreement; Amendments and Waivers. This Agreement (including any schedules or exhibits hereto) constitutes the full and entire understanding and agreement among the Parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing by or among the Parties, or any of them, is expressly canceled. This Agreement may not be amended, supplemented or changed, except in a writing signed by each of the Parties, and no provision hereof may be waived except in a writing signed by the Party against whom enforcement of any such waiver is sought.

2.4 Assignability; Successors and Assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise, by any of the Parties without the prior written consent of the other Parties. The terms and conditions of this Agreement shall inure to the benefit of and are binding upon the respective successors and permitted assignees of the Parties. This Agreement is solely for the benefit of the Parties and nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

2.5 Severability. In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

2.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature Pages Follow]

 

2


IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first set forth above.

 

HOLLYFRONTIER CORPORATION
By:  

/s/ Vaishali Bhatia

Name: Vaishali Bhatia
Title: Senior Vice President, General Counsel and Secretary
HF SINCLAIR CORPORATION
By:  

/s/ Richard L. Voliva III

Name: Richard L. Voliva III
Title: Executive Vice President and Chief Financial Officer

[Signature Page to Assignment and Assumption Agreement]

Exhibit 99.1

HollyFrontier and Holly Energy Partners Announce Completion of Transactions with The Sinclair Companies and Establishment of New Parent Company, HF Sinclair Corporation

HF Sinclair Corporation Established as a Leading Integrated Downstream Petroleum and Renewable Fuels Company

DALLAS, MARCH 14, 2021 – HollyFrontier Corporation (NYSE: HFC) (“HollyFrontier”) and Holly Energy Partners, L.P. (NYSE: HEP) (“HEP”), today announced the establishment of HF Sinclair Corporation (NYSE: DINO) (“HF Sinclair”) as the new parent holding company of HollyFrontier and HEP and the completion of their respective acquisitions of Sinclair Oil Corporation and Sinclair Transportation Company from The Sinclair Companies. Commencing at market open on March 15, 2022, HF Sinclair will replace HollyFrontier as the public company trading on the New York Stock Exchange, and will trade under the ticker symbol “DINO” and under the new CUSIP number 403949 100.

HF Sinclair will be the parent company of a leading integrated downstream petroleum and renewable fuels company with enhanced scale and a strong marketing presence featuring:

 

   

An expanded refining business that includes seven complex refineries across the Mid Continent Southwest, Rocky Mountain and Pacific Northwest that convert discounted, heavy and sour crudes into a high percentage of gasoline, diesel and other high value refined products.

 

   

A growing renewables business with three production facilities that are expected to produce approximately 380 million gallons of renewable diesel annually.

 

   

A multi-national lubricants business that produces specialty products and base oils, marketed under the Petro-Canada Lubricants, Sonneborn, Red Giant Oil and HollyFrontier Specialty Products brands.

 

   

A leading marketing business, featuring the Sinclair brand and comprising 300-plus distributors and more than 1,300 independent wholesale branded sites located across 30 states.

 

   

An expansive logistics business under HEP with an integrated logistics network connecting key crude and product regions and interests in strategic joint ventures that provide access to finished product pipelines and storage.

Across its businesses, HF Sinclair will build on its legacy companies’ ongoing ESG efforts with increased renewables scale, a shared commitment to health and safety practices that best serve employees and communities, and a focus on risk management.

With the addition of Sinclair’s integrated crude and refined products midstream business, HEP significantly extends the reach of its network of pipelines and storage facilities, enhancing its earning power to capture new organic growth opportunities and expects to increase cash returns to unitholders.

“The completion of our transactions and the launch of HF Sinclair marks the start of the next phase of our Company’s history,” said Mike Jennings, Chief Executive Officer of HF Sinclair and HEP. “We are moving forward as a more diverse, downward integrated business with scale that is positioned to drive growth and capital returns to our shareholders. We are also optimistic about the significantly expanded scale of HEP, which will benefit from long-term commitments from HF Sinclair. I am honored to welcome the talented Sinclair team to our organizations and I look forward to working closely with them to capture the significant growth and value-creation opportunities ahead at both HF Sinclair and HEP.”


Integration Details and Business Update

HollyFrontier’s senior management team will continue to operate HF Sinclair, which is headquartered in Dallas, Texas, with combined business offices in Salt Lake City, Utah. HEP’s senior management team will continue to operate HEP under the name Holly Energy Partners, L.P.

Pursuant to an agreement between HollyFrontier and Sinclair, Ross Matthews and Norman Szydlowski will be appointed to the HF Sinclair Board of Directors effective March 15, 2022. Collectively, the appointees have over 60 years of energy industry experience. Mr. Matthews served as Chairman and CEO of Sinclair Oil Corporation from October 2009 until the closing of the transaction. Mr. Szydlowski previously served as CEO of SemGroup Corporation, Rose Rock Midstream and Colonial Pipeline Company and as Director of Sinclair Oil Corporation. Additionally, pursuant to an agreement between HEP and Sinclair, Mark Peterson will be appointed to the Holly Logistics Services, L.L.C. Board of Directors. Mr. Peterson has over 30 years of experience in the midstream sector and served as Vice President, Transportation for Sinclair Oil Corporation from January 2010 until the closing of the transaction and Director and President of Sinclair Transportation Company from August 2009 until the closing of the transaction.

In connection with the close of the transaction, all existing shares of HollyFrontier have automatically converted on a one-for-one basis into shares of common stock of HF Sinclair, and HF Sinclair has issued approximately 60.2 million shares of common stock to Sinclair, representing 27% of the pro forma equity of HF Sinclair with a value of approximately $2.1 billion based on HollyFrontier’s fully diluted shares of common stock outstanding and closing stock price on March 11, 2022.

HEP has also issued 21 million common units to Sinclair, representing 17% of the outstanding common units, and having a value of approximately $349 million based on HEP’s fully diluted common units outstanding and closing unit price on March 11, 2022.

Advisors

Citi served as financial advisor to HollyFrontier, and Morgan, Lewis & Bockius served as HollyFrontier’s legal counsel. Bank of America Merrill Lynch served as financial advisor to the HEP Conflicts Committee, Bracewell served as HEP’s legal counsel and Morris, Nichols, Arsht & Tunnell LLP served as the HEP Conflicts Committee’s legal counsel. Wachtell, Lipton, Rosen & Katz served as legal counsel to both HollyFrontier and HEP.

About HF Sinclair Corporation:

HF Sinclair Corporation (“HF Sinclair”), headquartered in Dallas, Texas, is an independent energy company that produces and markets high value light products such as gasoline, diesel fuel, jet fuel, renewable diesel and other specialty products. HF Sinclair owns and operates refineries located in Kansas, Oklahoma, New Mexico, Wyoming, Washington and Utah and markets its refined products in 19 states principally in the Southwest U.S., the Rocky Mountains extending into the Pacific Northwest and in other neighboring Plains states. HF Sinclair supplies high-quality fuels to more than 1,300 Sinclair branded stations and licenses the use of the Sinclair brand at more than 300 additional locations throughout the country. In addition, subsidiaries of HF Sinclair produce and market base oils and other specialized lubricants in the U.S., Canada and the Netherlands, and export products to more than 80 countries. Through its subsidiaries, HF Sinclair produces renewable diesel at two of its facilities in Wyoming. HF Sinclair also owns a 47% limited partner interest and a non-economic general partner


interest in Holly Energy Partners, L.P., a master limited partnership that provides petroleum product and crude oil transportation, terminalling, storage and throughput services to the petroleum industry, including HF Sinclair subsidiaries.

About Holly Energy Partners, L.P.:

Holly Energy Partners, L.P., headquartered in Dallas, Texas, provides petroleum product and crude oil transportation, terminalling, storage and throughput services to the petroleum industry, including HF Sinclair subsidiaries. HEP, through its subsidiaries and joint ventures, owns and/or operates petroleum product and crude gathering pipelines, tankage and terminals in Texas, New Mexico, Washington, Idaho, Oklahoma, Utah, Nevada, Wyoming, Kansas and Missouri as well as refinery processing units in Kansas and Utah.

Forward-Looking Statements

The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995: The statements in this press release relating to matters that are not historical facts are “forward-looking statements” based on management’s beliefs and assumptions using currently available information and expectations as of the date hereof, are not guarantees of future performance and involve certain risks and uncertainties, including those contained in our filings with the Securities and Exchange Commission. Forward-looking statements use words such as “anticipate,” “project,” “will”, “expect,” “plan,” “goal,” “forecast,” “strategy,” “intend,” “should,” “would,” “could,” “believe,” “may,” and similar expressions and statements regarding our plans and objectives for future operations. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that our expectations will prove correct. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Any differences could be caused by a number of factors, including, but not limited to, HF Sinclair’s and HEP’s ability to successfully integrate the operations of Sinclair with its existing operations and fully realize the expected synergies of the Sinclair transactions or on the expected timeline; risks relating to the value of HF Sinclair common stock and the value of HEP’s limited partner common units from sales by the Sinclair holders following the closing of the Sinclair transactions; HF Sinclair’s ability to successfully integrate the operation of the Puget Sound refinery with its existing operations; the demand for and supply of crude oil and refined products, including uncertainty regarding the effects of the continuing coronavirus (“COVID-19”) pandemic on future demand and increasing societal expectations that companies address climate change; risks and uncertainties with respect to the actions of actual or potential competitive suppliers and transporters of refined petroleum products or lubricant and specialty products in HF Sinclair’s markets; the spread between market prices for refined products and market prices for crude oil; the possibility of constraints on the transportation of refined products or lubricant and specialty products; the possibility of inefficiencies, curtailments or shutdowns in refinery operations or pipelines, whether due to infection in the workforce or in response to reductions in demand; the effects of current and/or future governmental and environmental regulations and policies, including the effects of current and/or future restrictions on various commercial and economic activities in response to the COVID-19 pandemic; the availability and cost of financing to HF Sinclair; the effectiveness of HF Sinclair’s capital investments and marketing strategies; HF Sinclair’s and HEP’s efficiency in carrying out and consummating construction projects, including HF Sinclair’s ability to complete announced capital projects, such as the construction of the Artesia renewable diesel unit and pretreatment unit, on time and within capital guidance; HF Sinclair’s and HEP’s ability to timely obtain or maintain permits, including those necessary for operations or capital projects; the ability of HF Sinclair to acquire refined or lubricant product operations or pipeline and


terminal operations on acceptable terms and to integrate any existing or future acquired operations; the possibility of terrorist or cyberattacks and the consequences of any such attacks; uncertainty regarding the effects and duration of global hostilities and any associated military campaigns which may disrupt crude oil supplies and markets for our refined products and create instability in the financial markets that could restrict our ability to raise capital; general economic conditions, including uncertainty regarding the timing, pace and extent of an economic recovery in the United States; a prolonged economic slowdown due to the COVID-19 pandemic which could result in an impairment of goodwill and/or long-lived asset impairments; and other financial, operational and legal risks and uncertainties detailed from time to time in HF Sinclair’s and HEP’s Securities and Exchange Commission filings. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contacts

HF Sinclair Corporation and Holly Energy Partners, L.P.

Craig Biery, 214-954-6510

Vice President, Investor Relations

or

Trey Schonter, 214-954-6510

Investor Relations

Media Contact

media@hollyfrontier.com