Construction Payment Agreement
On October 29, 2018, HEP Tulsa LLC (“HEP Tulsa”), a wholly-owned subsidiary of HEP, and HFRM entered into a Construction Payment Agreement (the “Construction Agreement”), to be effective as of December 13, 2017.
Pursuant to the Construction Agreement, HEP Tulsa constructed a railroad track siding consisting of approximately (i) 5,020 track feet of runaround track, (ii) 7,300 of inbound and outbound track, (iii) 1,300 track feet of maintenance and engine storage track, (iv) 9,880 track feet of rail car storage, (v) one mainline switch, and (vi) 15 industry switches (collectively, the “Track”) on land situated adjacent to the Tulsa, Oklahoma railway station (the Track and such land, collectively, the “Tulsa Railyard Facility”). HEP Tulsa agreed to lease the Track to HFRM, and HFRM agreed to reimburse HEP Tulsa for costs incurred by HEP Tulsa in constructing the Track.
The description of the Construction Agreement herein is qualified by reference to the copy thereof filed as Exhibit 10.3 to this report, which is incorporated by reference into this report in its entirety.
Fifth Amended and Restated Master Lease and Access Agreement
On October 29, 2018, certain subsidiaries of HEP and HollyFrontier entered into the Fifth Amended and Restated Master Lease and Access Agreement (the “Fifth Amended and Restated Master Lease and Access Agreement”). The Fifth Amended and Restated Master Lease and Access Agreement amends and restates in its entirety the Fourth Amended and Restated Master Lease and Access Agreement, dated effective as of January 1, 2017, to, among other things, update the tanks comprising the Applicable Assets (as defined therein) at the El Dorado Refinery Complex, the Cheyenne Refinery Complex, and the Tulsa Refinery Complex (as such terms are defined therein).
The description of the Fifth Amended and Restated Master Lease and Access Agreement herein is qualified by reference to the copy thereof filed as Exhibit 10.4 to this report, which is incorporated by reference into this report in its entirety.
Termination Agreement
On October 29, 2018, HFRM, HEP Refining, L.L.C. (“HEP Refining”) and HEP Operating entered into a Termination Agreement, to be effective as of June 4, 2018 (the “Termination Agreement”), for the purpose of terminating that certain Second Amended and Restated Throughput Agreement dated as of September 19, 2013 (the “Tucson Throughput Agreement”). The Tucson Throughput Agreement provided for a minimum throughput commitment by HFRM at HEP Refining’s Tucson, Arizona facility (the “Tucson Terminal”). The Tucson Throughput Agreement was terminated as a result of HEP Refining’s sale of the Tucson Terminal to a third party.
The description of the Termination Agreement herein is qualified by reference to the copy thereof filed as Exhibit 10.5 to this report, which is incorporated by reference into this report in its entirety.
First Amendment to Second Amended and Restated Refined Products Pipelines and Terminals Agreement
On October 29, 2018, contemporaneously with HFRM, HEP Refining, and HEP Operating entering into the Termination Agreement and thereby terminating the Tucson Throughput Agreement, HFRM and HEP Operating entered into the First Amendment to Second Amended and Restated Refined Product Pipelines and Terminals Agreement (the “First Amendment to Second Amended and Restated Refined Products Pipelines and Terminals Agreement”), to be effective as of June 4, 2018, for the purpose of amending the Second Amended and Restated Refined Products Pipelines and Terminals Agreement dated effective as of February 22, 2016, to, among other things, remove references to the Tucson Terminal and other changes related to the sale of the Tucson Terminal and the termination of the Tucson Throughput Agreement.
The description of the First Amendment to Second Amended and Restated Refined Products Pipelines and Terminals Agreement herein is qualified by reference to the copy thereof filed as Exhibit 10.6 to this report, which is incorporated by reference into this report in its entirety.
Second Amendment to Amended and Restated Master Tolling Agreement (Operating Assets)
On October 29, 2018, HollyFrontier El Dorado Refining LLC (“HFEDR”), a wholly-owned subsidiary of HollyFrontier, HollyFrontier Woods Cross Refining LLC (“HFWCR”), a wholly-owned subsidiary of HollyFrontier, and HEP Operating entered into the Second Amendment to Amended and Restated Master Tolling Agreement (“Second Amendment to the Master Tolling Agreement”), to adjust the tolling fee for the Woods Cross Assets (as defined therein) set forth in ExhibitC-1 to the Amended and Restated Master Tolling Agreement (Operating Assets) dated as of October 3, 2016, by and between HFEDR, HFWCR, HEP Operating, HollyFrontier, and HEP (as amended to date, the “Master Tolling Agreement”), for the OPEX and CAPEX adjustments (as defined in the Master Tolling Agreement).
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