Common use of Capital Improvements Clause in Contracts

Capital Improvements. During the term of this Agreement, Refining shall be entitled to designate Capital Improvements to be made to the Terminal and the Tankage. The following provisions shall set forth the procedures pursuant to which Capital Improvements designated by Refining may be constructed: (i) For any Capital Improvement designated by Refining, Refining shall submit a written proposal, including all specifications then available to it, for the proposed Capital Improvement to the Terminal and/or the Tankage, as the case may be. (ii) Logistics will review such proposal to determine, in its sole discretion, whether it will consent to proceed with the proposed Capital Improvement. (iii) Should Logistics determine to proceed and construct or cause to be constructed the approved Capital Improvement, Logistics will obtain bids from two or more general contractors reasonably acceptable to Refining for the construction of the Capital Improvement. Based upon the bids, Logistics will notify Refining of Logistics’ estimate of the total cost necessary to construct such Capital Improvement (the “Capital Expenditure Notice”) (which amount shall include the costs of capital and any other costs necessary to place such Capital Improvement in service) (“Estimated Expansion Capital Expenditure”). Within 30 days of the Capital Expenditure Notice, Refining will notify Logistics whether or not Refining agrees to such Estimated Expansion Capital Expenditure. In the event Refining does not agree with such Estimated Expansion Capital Expenditure, the Parties shall work together in good faith to reach agreement on the Estimated Expansion Capital Expenditure (the agreed amount is referred to as the “Expansion Capital Expenditure”); provided that, in the event the Parties do not reach such agreement within HOU02:1274125 - 12 - 60 days of the Capital Expenditure Notice, Refining shall be entitled to proceed with the construction of the Capital Improvement in accordance with Section 2(l)(v) below. (iv) Prior to beginning any construction on the Capital Improvement, (1) Logistics shall have received all necessary regulatory approvals, (2) Logistics and Refining shall have agreed on (A) an additional monthly payment amount to be paid by Refining to Logistics (the “Monthly Expansion Capital Amount”) which amount (x) shall be payable over a mutually agreed upon term not to exceed the then remaining balance of the Initial Term (or the then current Renewal Term) plus any Renewal Term to which Refining is then committed or shall then commit (the “Capital Amortization Period”), and (y) shall be sufficient to provide Logistics the equivalent of a rate of return equal to the Prime Rate plus an additional rate of return to be agreed to by the Parties over the Capital Amortization Period on the Expansion Capital Expenditure after taking into account the increased cash flows to Logistics reasonably anticipated to be received by Logistics from Refining (or from a third party pursuant to a direct contractual commitment to Logistics) in connection with such Capital Improvement, or (B) another adjustment to the Throughput Fee or the Storage Fees, as applicable, as the Parties may agree and (3) the Parties shall have agreed on any adjustment to the Minimum Throughput Commitment, the Minimum Throughput Capacity or the Minimum Storage Capacity, as the case may be. The Monthly Expansion Capital Amount, if applicable, shall be billed and paid monthly following the commencement of operations of the Capital Improvement and Refining’s obligation to pay the Monthly Expansion Capital Amount shall survive the termination of this Agreement (other than a termination in connection with a breach of this Agreement by Logistics or a Force Majeure event affecting the ability of Logistics to provide services under this Agreement). In connection with the construction of any Capital Improvement pursuant to this Section 2(l)(iv), Refining shall be entitled to participate in all stages of planning, scheduling, implementing, and oversight of the construction. Refining shall also be entitled to audit all expenditures incurred in connection with the Capital Improvement in accordance with Section 13(k). The Parties agree that any Capital Improvement constructed by Logistics pursuant to this Section 2(l)(iv) shall be treated as the separate property of Logistics. (v) If for any reason the Capital Improvement shall not be constructed pursuant to Section 2(l)(iv) above, and such Capital Improvement is in accordance with applicable required engineering and regulatory standards, and the Parties agree that the Capital Improvement would not reasonably be expected to have a material adverse impact on the operations or efficiency of the Terminal or the Tankage, taken as a whole, or result in any material additional unreimbursed costs to Logistics, then Refining may proceed with the construction and financing of the Capital Improvement and, upon completion of construction, Refining shall be the owner and operator of such Capital Improvement. The Parties agree that any Capital Improvement constructed by Refining pursuant to this Section 2(l)(v) shall be treated as the separate property of Refining. Logistics shall reasonably cooperate with Refining in ensuring that the Capital Improvement shall operate as intended, including by operating and maintaining all necessary connections to the Terminal and the Tankage, subject to Refining’s reimbursing Logistics on a monthly basis for any incremental expenses arising from operating or maintaining such connections as determined by Logistics HOU02:1274125 - 13 - in good faith. Refining shall defend, indemnify and hold harmless the Logistics Indemnitees from and against any Liabilities resulting from the construction, ownership and operation by Refining of any Capital Improvement constructed by Refining pursuant to this Section 2(l)(v). (vi) Upon completion of the construction of such Capital Improvement, Logistics or Refining, as applicable, will own such Capital Improvement, and will operate and maintain such Capital Improvement in accordance with Applicable Law and recognized industry standards.

Capital Improvements. During the term of this Agreement, Refining Customer shall be entitled to designate Capital Improvements to be made to the Terminal and the TankageAssets. The following provisions shall set forth the procedures pursuant to which Capital Improvements designated by Refining Customer may be constructed: (i) For any Capital Improvement designated by RefiningCustomer, Refining Customer shall submit a written proposal, including all specifications then available to it, for the proposed Capital Improvement to the Terminal and/or the TankageAssets, as the case may be. (ii) Logistics Owner will review such proposal to determine, in its sole discretion, whether it will consent to proceed with the proposed Capital Improvement. (iii) Should Logistics Owner determine to proceed and construct or cause to be constructed the approved Capital Improvement, Logistics Owner will obtain bids from two or more general contractors reasonably acceptable to Refining Customer for the construction of the Capital Improvement. Based upon the bids, Logistics Owner will notify Refining Customer of Logistics’ Owner’s estimate of the total cost necessary to construct such Capital Improvement (the “Capital Expenditure Notice”) (which amount shall include the costs of capital capital, a reasonable rate of return over the remaining Term and any other costs necessary to place such Capital Improvement in service) (“Estimated Expansion Capital Expenditure”). Within 30 days of after receiving the Capital Expenditure Notice, Refining Customer will notify Logistics Owner whether or not Refining Customer agrees to such Estimated Expansion Capital Expenditure. In the event Refining Customer does not agree with such Estimated Expansion Capital Expenditure, the Parties shall work together in good faith to reach agreement on the Estimated Expansion Capital Expenditure (the agreed amount is referred to as the “Expansion Capital Expenditure”); provided that, in the event the Parties do not reach such agreement within HOU02:1274125 - 12 - 60 days of the Capital Expenditure Notice, Refining Customer shall be entitled to proceed with the construction of the Capital Improvement in accordance with Section 2(l)(v) below8.6(c)(v). (iv) Prior to beginning any construction on the Capital Improvement, (1A) Logistics Owner shall have received all necessary regulatory approvals, (2B) Logistics Owner and Refining Customer shall have agreed on (A1) an additional monthly payment amount to be paid by Refining Customer to Logistics Owner (the “Monthly Expansion Capital Amount”) which amount (x) shall be payable over a mutually agreed upon term not to exceed the then then-remaining balance of the Initial Term (or plus the then current Renewal Term) plus any Renewal Term to which Refining Customer is then committed or shall then commit (the “Capital Amortization Period”), and (y) shall be sufficient to provide Logistics Owner the equivalent of a rate of return equal to the Prime Rate plus an additional rate of return to be agreed to by the Parties over the Capital Amortization Period on the Expansion Capital Expenditure after taking into account the increased cash flows to Logistics Owner reasonably anticipated to be received by Logistics Owner from Refining Customer (or from a third party Third Party pursuant to a direct contractual commitment to LogisticsOwner) in connection with such Capital Improvement, or (B2) another adjustment to the Throughput Fee or the Storage FeesFee, as applicable, as the Parties may agree and (3C) the Parties shall have agreed on any adjustment to the Throughput Fee, the Minimum Throughput Commitment, or the Minimum Throughput Capacity or the Minimum Storage Capacity, as the case may be. The Monthly Expansion Capital Amount, if applicable, shall be billed and paid monthly following the commencement of operations of the Capital Improvement and RefiningCustomer’s obligation to pay the Monthly Expansion Capital Amount shall survive the termination of this Agreement (other than a termination in connection with a breach of this Agreement by Logistics Owner or a Force Majeure event (other than arising out of a Suspension Notice delivered by Customer) affecting the ability of Logistics Owner to provide services under this Agreement). In connection with the construction of any Capital Improvement pursuant to this Section 2(l)(iv8.6(c)(iv), Refining Customer shall be entitled to participate in all stages of planning, scheduling, implementing, and oversight of the construction. Refining shall also be entitled to audit all expenditures incurred in connection with the Capital Improvement in accordance with Section 13(k). The Parties agree that any Capital Improvement constructed by Logistics Owner pursuant to this Section 2(l)(iv8.6(c)(iv) shall be treated as the separate property of LogisticsOwner. (v) If for any reason the Capital Improvement shall not be constructed pursuant to Section 2(l)(iv8.6(c)(iii) and Section 8.6(c)(iv) above, and such Capital Improvement is in accordance with applicable required engineering and regulatory standards, and the Parties agree in writing that the Capital Improvement would not reasonably be expected to have a material adverse impact on the operations or efficiency of the Terminal or the TankageAssets, taken as a whole, or result in any material additional unreimbursed costs to LogisticsOwner or prevent Owner from providing the services hereunder, in whole or in part, then Refining Customer may proceed with the construction and financing of the Capital Improvement and, upon completion of construction, Refining Customer shall be the owner and operator of such Capital Improvement. The Parties agree that any Capital Improvement constructed by Refining Customer pursuant to this Section 2(l)(v8.6(c)(v) shall be treated as the separate property of RefiningCustomer. Logistics Owner shall reasonably cooperate with Refining Customer in ensuring that the Capital Improvement shall operate as intended, including by operating and maintaining all necessary connections to the Terminal and the TankageAssets, subject to RefiningCustomer’s reimbursing Logistics Owner on a monthly basis for any incremental expenses arising from operating or maintaining such connections as determined by Logistics HOU02:1274125 - 13 - Owner in good faith. Refining Customer shall defend, indemnify and hold harmless the Logistics Owner Indemnitees from and against any Liabilities resulting from the construction, ownership and operation by Refining Customer of any Capital Improvement constructed by Refining Customer pursuant to this Section 2(l)(v8.6(c)(v). (vi) Upon completion of the construction of such Capital Improvement, Logistics or Refining, as applicable, will own such Capital Improvement, and will operate and maintain such Capital Improvement in accordance with Applicable Law and recognized industry standards.

Capital Improvements. During Subject to Property Owner's obligations under Section 8.2 above, from and after the term Effective Date until the Closing, Property Owner shall not undertake any capital improvements or material alterations or renovations to the Real Property (including any which are recommended in any of this Agreementthe Property Records delivered or made available to CBL/OP or in any of the CBL/OP's Information), Refining except as may be required under Tenant Leases, the Operating Agreement or governmental regulations, without the prior written consent of CBL/OP. To the extent Property Owner is required (whether pursuant to Section 8.2, or under Tenant Leases, the Operating Agreement or governmental regulations) or Property Owner receives CBL/OP's consent, pursuant to the foregoing sentence, to undertake any capital improvements or material alterations to the Real Property, Property Owner shall not be required to pay for capital improvements (excluding Tenant Improvement Costs, which shall be entitled to designate Capital Improvements to borne by the parties as provided in Section 6.8 above, and shall not be made subject to the Terminal limitations in this Section 8.3) or maintenance and repair expenses in excess of One Hundred Thousand Dollars ($100,000). If the Tankage. The following provisions aggregate amount incurred by Property Owner for capital improvements (excluding Tenant Improvement Costs) under this Section 8.3 and maintenance and repair expenses under the Section 8.2 above, exceeds One Hundred Thousand Dollars ($100,000), provided the Closing occurs, CBL/OP shall set forth reimburse Property Owner at Closing for the procedures amount so expended in excess of One Hundred Thousand Dollars ($100,000); provided, further, that if the total reimbursement required of CBL/OP pursuant to which Capital Improvements designated this provision shall exceed Nine Hundred Thousand Dollars ($900,000), CBL/OP shall have the right to terminate this Agreement by Refining may be constructed: (i) For any Capital Improvement designated by Refining, Refining shall submit a written proposal, including all specifications then available notice to it, for the proposed Capital Improvement to the Terminal and/or the Tankage, as the case may be. (ii) Logistics will review such proposal to determineProperty Owner, in its sole discretion, whether it will consent to proceed with the proposed Capital Improvement. (iii) Should Logistics determine to proceed and construct or cause to be constructed the approved Capital Improvement, Logistics will obtain bids from two or more general contractors reasonably acceptable to Refining for the construction of the Capital Improvement. Based upon the bids, Logistics will notify Refining of Logistics’ estimate of the total cost necessary to construct such Capital Improvement (the “Capital Expenditure Notice”) (which amount shall include the costs of capital and any other costs necessary to place such Capital Improvement in service) (“Estimated Expansion Capital Expenditure”). Within 30 days of the Capital Expenditure Notice, Refining will notify Logistics whether or not Refining agrees to such Estimated Expansion Capital Expenditure. In the event Refining does not agree with such Estimated Expansion Capital Expenditure, the Parties shall work together in good faith to reach agreement on the Estimated Expansion Capital Expenditure (the agreed amount is referred to as the “Expansion Capital Expenditure”); provided that, in the event the Parties do not reach such agreement within HOU02:1274125 - 12 - 60 days Letter of the Capital Expenditure Notice, Refining shall be entitled to proceed with the construction of the Capital Improvement in accordance with Section 2(l)(v) below. (iv) Prior to beginning any construction on the Capital Improvement, (1) Logistics shall have received all necessary regulatory approvals, (2) Logistics and Refining shall have agreed on (A) an additional monthly payment amount to be paid by Refining to Logistics (the “Monthly Expansion Capital Amount”) which amount (x) shall be payable over a mutually agreed upon term not to exceed the then remaining balance of the Initial Term (Credit or the then current Renewal Term) plus any Renewal Term to which Refining is then committed or shall then commit (the “Capital Amortization Period”), and (y) shall be sufficient to provide Logistics the equivalent of a rate of return equal to the Prime Rate plus an additional rate of return to be agreed to by the Parties over the Capital Amortization Period on the Expansion Capital Expenditure after taking into account the increased cash flows to Logistics reasonably anticipated to be received by Logistics from Refining (or from a third party pursuant to a direct contractual commitment to Logistics) in connection with such Capital Improvement, or (B) another adjustment to the Throughput Fee or the Storage FeesDeposit, as applicable, as the Parties may agree and (3) the Parties shall have agreed on any adjustment to the Minimum Throughput Commitment, the Minimum Throughput Capacity or the Minimum Storage Capacity, as the case may be. The Monthly Expansion Capital Amount, if applicable, shall be billed and paid monthly following the commencement of operations of the Capital Improvement and Refining’s obligation returned to pay the Monthly Expansion Capital Amount shall survive the termination of this Agreement (other than a termination in connection with a breach of this Agreement by Logistics or a Force Majeure event affecting the ability of Logistics to provide services under this Agreement). In connection with the construction of any Capital Improvement pursuant to this Section 2(l)(iv), Refining shall be entitled to participate in all stages of planning, scheduling, implementing, and oversight of the construction. Refining shall also be entitled to audit all expenditures incurred in connection with the Capital Improvement in accordance with Section 13(k). The Parties agree that any Capital Improvement constructed by Logistics pursuant to this Section 2(l)(iv) shall be treated as the separate property of LogisticsCBL/OP. (v) If for any reason the Capital Improvement shall not be constructed pursuant to Section 2(l)(iv) above, and such Capital Improvement is in accordance with applicable required engineering and regulatory standards, and the Parties agree that the Capital Improvement would not reasonably be expected to have a material adverse impact on the operations or efficiency of the Terminal or the Tankage, taken as a whole, or result in any material additional unreimbursed costs to Logistics, then Refining may proceed with the construction and financing of the Capital Improvement and, upon completion of construction, Refining shall be the owner and operator of such Capital Improvement. The Parties agree that any Capital Improvement constructed by Refining pursuant to this Section 2(l)(v) shall be treated as the separate property of Refining. Logistics shall reasonably cooperate with Refining in ensuring that the Capital Improvement shall operate as intended, including by operating and maintaining all necessary connections to the Terminal and the Tankage, subject to Refining’s reimbursing Logistics on a monthly basis for any incremental expenses arising from operating or maintaining such connections as determined by Logistics HOU02:1274125 - 13 - in good faith. Refining shall defend, indemnify and hold harmless the Logistics Indemnitees from and against any Liabilities resulting from the construction, ownership and operation by Refining of any Capital Improvement constructed by Refining pursuant to this Section 2(l)(v). (vi) Upon completion of the construction of such Capital Improvement, Logistics or Refining, as applicable, will own such Capital Improvement, and will operate and maintain such Capital Improvement in accordance with Applicable Law and recognized industry standards.

Capital Improvements. During the term of this Agreement, Refining DKTS shall be entitled to designate Capital Improvements to be made to the Terminal Pipelines and the Tankage. The following provisions shall set forth the procedures pursuant to which Capital Improvements designated by Refining DKTS may be constructed: (i) For any Capital Improvement designated by RefiningDKTS, Refining DKTS shall submit a written proposal, including all specifications then available to it, for the proposed Capital Improvement to the Terminal Pipelines and/or the Tankage, as the case may be. (ii) The Logistics Entity will review such proposal to determine, in its sole discretion, whether it will consent to proceed with the proposed Capital Improvement. (iii) Should the Logistics Entity determine to proceed and construct or cause to be constructed the approved Capital Improvement, the Logistics Entity will obtain bids from two or more general contractors reasonably acceptable to Refining DKTS for the construction of the Capital Improvement. Based upon the bids, the Logistics Entity will notify Refining DKTS of Logistics’ the Logistics Entity’s estimate of the total cost necessary to construct such Capital Improvement (the “Capital Expenditure Notice”) (which amount shall include the costs of capital and any other costs necessary to place such Capital Improvement in service) (“Estimated Expansion Capital Expenditure”). Within 30 days of the Capital Expenditure Noticesuch notice, Refining DKTS will notify the Logistics Entity whether or not Refining DKTS agrees to such Estimated Expansion Capital Expenditure. In the event Refining DKTS does not agree with such Estimated Expansion Capital Expenditure, the Parties shall work together in good faith to reach agreement on the Estimated Expansion Capital Expenditure (the agreed amount is referred to as the “Expansion Capital Expenditure”); provided that, in the event the Parties do not reach such agreement within HOU02:1274125 - 12 - 60 days of the Capital Expenditure Noticenotice provided under the second sentence of this Section 2(l)(iii), Refining DKTS shall be entitled to proceed with the construction of the Capital Improvement in accordance with Section 2(l)(v2 (l)(v) below. (iv) Prior to beginning any construction on the Capital Improvement, (1) the Logistics Entity shall have received all necessary regulatory approvals, (2) the Logistics Entity and Refining DKTS shall have agreed on (A) an additional monthly payment amount to be paid by Refining DKTS to the Logistics Entity (the “Monthly Expansion Capital Amount”) which amount (x) shall be payable over a mutually agreed upon to term not to exceed the then remaining balance of the Initial Term (or the then current Renewal Term) plus any Renewal Term to which Refining DKTS is then committed or shall then commit (the “Capital Amortization Period”), and (y) shall be sufficient to provide the Logistics Entity the equivalent of a rate of return equal to the Prime Rate plus an additional rate of return to be agreed to by the Parties over the Capital Amortization Period on the Expansion Capital Expenditure after taking into account the increased cash flows to the Logistics Entity reasonably anticipated to be received by the Logistics Entity from Refining DKTS (or from a third party pursuant to a direct contractual commitment to Logisticsthe Logistics Entity) in connection with such Capital Improvement, or (B) another adjustment to the Throughput Fee Fees or the Storage FeesFee, as applicable, as the Parties may agree and (3) the Parties shall have agreed on any adjustment to the Minimum Throughput Commitment, the Minimum Throughput Capacity or the Minimum Storage Capacity, as the case may be. The Monthly Expansion Capital Amount, if applicable, shall be billed and paid monthly following the commencement of operations of the Capital Improvement and RefiningDKTS’s obligation to pay the Monthly Expansion Capital Amount shall survive the termination of this Agreement (other than a termination in connection with a breach of this Agreement by the Logistics Entity or a Force Majeure event affecting the ability of the Logistics Entity to provide services under this Agreement). In connection with the construction of any Capital Improvement pursuant to this Section 2(l)(iv), Refining DKTS shall be entitled to participate in all stages of planning, scheduling, implementing, and oversight of the construction. Refining DKTS shall also be entitled to audit all expenditures incurred in connection with the Capital Improvement in accordance with Section 13(k). The Parties agree that any Capital Improvement constructed and the Logistics Entity shall provide all invoices and other documentation reasonably requested by Logistics pursuant to DKTS for this Section 2(l)(iv) shall be treated as the separate property of Logisticspurpose. (v) If for any reason the Capital Improvement shall not be constructed pursuant to Section 2(l)(iv) above, and such Capital Improvement is in accordance with applicable required engineering and regulatory standards, and the Parties agree that the Capital Improvement would could not reasonably be expected to have a material adverse impact on the operations or efficiency of the Terminal Pipelines or the Tankage, taken as a whole, Tankage or result in any material additional unreimbursed costs to Logisticsthe Logistics Entity, then Refining DKTS may proceed with the construction and financing of the Capital Improvement and, upon completion of construction, Refining DKTS shall be the owner and operator of such Capital Improvement. The Parties agree that any Capital Improvement constructed by Refining DKTS pursuant to this Section 2(l)(v) shall be treated as the separate property of RefiningDKTS. The Logistics Entity shall reasonably cooperate with Refining DKTS in ensuring that the Capital Improvement shall operate as intended, including by operating and maintaining all necessary connections to the Terminal Pipelines and the Tankage, subject to RefiningDKTS’s reimbursing the Logistics Entity on a monthly basis for any incremental expenses arising from operating or maintaining such connections as determined by Logistics HOU02:1274125 - 13 - in good faithconnections. Refining DKTS shall defend, indemnify and hold harmless the Logistics Indemnitees from and against Entity for any Liabilities resulting from the construction, ownership and operation by Refining DKTS of any Capital Improvement constructed by Refining DKTS pursuant to this Section 2(l)(v). (vi) Upon completion of the construction of such Capital Improvement, the Logistics Entity or RefiningDKTS, as applicable, will own such Capital Improvement, and will operate and maintain such Capital Improvement in accordance with Applicable Law and recognized industry standards.

Capital Improvements. During the term of this Agreement, Refining ALON shall be entitled to designate Capital Improvements to be made to the Terminal Refined Product Pipelines and the TankageRefined Product Terminals. The following provisions shall set forth the procedures pursuant to which Capital Improvements designated by Refining ALON may be constructed: (i) For any Capital Improvement designated by RefiningALON, Refining ALON shall submit a written proposal, including all specifications then available to it, for of the nature of the proposed Capital Improvement to the Terminal Refined Product Pipelines and/or the Tankage, as the case may beRefined Product Terminals. (ii) Logistics HEP will review such proposal to determine, in its sole discretion, whether it will consent to proceed with the proposed Capital Improvement. (iii) Should Logistics HEP determine to proceed and construct or cause to be constructed the approved Capital Improvement, Logistics HEP will obtain bids from two or more general contractors reasonably acceptable to Refining ALON for the construction of the Capital Improvement. Based upon the bids, Logistics HEP will notify Refining of Logistics’ estimate ALON of the total estimated cost of the amount necessary to construct such Capital Improvement (the “Capital Expenditure Notice”) (which amount shall include the costs of capital and any other costs necessary to place such Capital Improvement in service) (“Estimated Expansion Construction Capital Expenditure”). Within 30 days of the Capital Expenditure Noticesuch notice, Refining ALON will notify Logistics HEP whether or not Refining ALON agrees to such Estimated Expansion Construction Capital Expenditure. In the event Refining ALON does not agree with such Estimated Expansion Construction Capital Expenditure, the Parties parties shall work together in good faith to reach agreement on the Estimated Expansion Capital Expenditure (the agreed amount is referred to as the “Expansion Construction Capital Expenditure”); provided that, in the event the Parties parties do not reach such agreement within HOU02:1274125 - 12 - 60 days of the Capital Expenditure Notice30 days, Refining ALON shall be entitled to proceed with the construction of the Capital Improvement in accordance with Section 2(l)(v14(a)(v) below. (iv) Prior to beginning any construction on the Capital Improvement, (1x) Logistics HEP shall have received all necessary regulatory approvals, and (2y) Logistics HEP and Refining ALON shall have agreed agree on (A) an additional monthly payment revenue amount to be paid by Refining to Logistics (the “Monthly Expansion Capital Construction Amount”) which amount (x1) shall be payable over a mutually agreed upon to term not to exceed the then remaining balance of the Initial Term (or the then current Renewal Term) plus any Renewal Term to which Refining ALON is then committed or shall then commit (the “Capital Amortization Period”), and (y2) shall be sufficient to provide Logistics HEP the equivalent of a rate of return equal to the Prime Rate prime rate plus an additional rate of return to be agreed to by the Parties parties over the Capital Amortization Period on the Expansion Construction Capital Expenditure after taking into account the increased cash flows to Logistics HEP committed to by ALON and otherwise reasonably anticipated to be received by Logistics HEP from Refining ALON (or from a third party pursuant to a direct contractual commitment to LogisticsHEP) in connection with such Capital Improvement, or (B) another adjustment to the Throughput Fee or the Storage Fees, as applicable, as the Parties may agree and (3) the Parties shall have agreed on any adjustment to the Minimum Throughput Commitment, the Minimum Throughput Capacity or the Minimum Storage Capacity, as the case may be. The Monthly Expansion Capital Amount, if applicable, Construction Amount shall be billed and paid monthly following the commencement of operations ALON’s acceptance (which shall not be unreasonably withheld) of the Capital Improvement as meeting the specifications delivered to HEP pursuant to Section 14(a)(i) and RefiningALON’s obligation to pay the Monthly Expansion Capital Construction Amount shall survive the termination of this Agreement (other than a termination in connection with a breach due to an ALON Event of this Agreement by Logistics or a Force Majeure event affecting the ability of Logistics to provide services under this Agreement)Default. In connection with the construction of any Capital Improvement pursuant to this Section 2(l)(iv14(a)(iv), Refining ALON shall be entitled to participate in all stages of planning, scheduling, implementing, and oversight of the construction. Refining ALON shall also be entitled to audit all expenditures incurred in connection with the Capital Improvement in accordance with Section 13(k). The Parties agree that any Capital Improvement constructed and HEP shall provide all invoices and other documentation reasonably requested by Logistics pursuant to ALON for this Section 2(l)(iv) shall be treated as the separate property of Logisticspurpose. (v) If for any reason the Capital Improvement shall not be constructed pursuant to Section 2(l)(iv) above, and such Capital Improvement is in accordance with applicable required engineering and regulatory standards, and the Parties agree that the Capital Improvement would not reasonably be expected to have a material adverse impact on the operations or efficiency of the Terminal or the Tankage, taken as a whole, or result in any material additional unreimbursed costs to Logistics, then Refining may proceed with the construction and financing of the Capital Improvement and, upon completion of construction, Refining shall be the owner and operator of such Capital Improvement. The Parties agree that any Capital Improvement constructed by Refining pursuant to this Section 2(l)(v) shall be treated as the separate property of Refining. Logistics shall reasonably cooperate with Refining in ensuring that the Capital Improvement shall operate as intended, including by operating and maintaining all necessary connections to the Terminal and the Tankage, subject to Refining’s reimbursing Logistics on a monthly basis for any incremental expenses arising from operating or maintaining such connections as determined by Logistics HOU02:1274125 - 13 - in good faith. Refining shall defend, indemnify and hold harmless the Logistics Indemnitees from and against any Liabilities resulting from the construction, ownership and operation by Refining of any Capital Improvement constructed by Refining pursuant to this Section 2(l)(v). (vi) Upon completion of the construction of such Capital Improvement, Logistics or Refining, as applicable, will own such Capital Improvement, and will operate and maintain such Capital Improvement in accordance with Applicable Law and recognized industry standards.

Capital Improvements. During the term of this Agreement, Refining Borrower shall be entitled to designate Capital Improvements to be made to the Terminal and the Tankage. The following provisions shall set forth the procedures pursuant to which Capital Improvements designated by Refining may be constructed: make minimum annual capital expenditures (ior maintain a reserve for such expenditures) For any Capital Improvement designated by Refining, Refining shall submit a written proposal, including all specifications then available to it, for the proposed Capital Improvement to the Terminal and/or the Tankage, as the case may be. (ii) Logistics will review such proposal to determinePremises in each fiscal year, in its sole discretion, whether it will consent the amount of S?0.00 per unit (which such capital expenditures may include ordinary repairs needed to proceed with maintain or improve the proposed Capital Improvement. (iii) Should Logistics determine to proceed and construct or cause to be constructed the approved Capital Improvement, Logistics will obtain bids from two or more general contractors reasonably acceptable to Refining for the construction conditions of the Capital Improvement. Based upon the bidsPremises), Logistics will notify Refining of Logistics’ estimate of the total cost necessary to construct such Capital Improvement and within ninety (the “Capital Expenditure Notice”90) (which amount shall include the costs of capital and any other costs necessary to place such Capital Improvement in service) (“Estimated Expansion Capital Expenditure”). Within 30 days of the Capital Expenditure Notice, Refining will notify Logistics whether or not Refining agrees end of such fiscal year provide evidence thereof satisfactory to such Estimated Expansion Capital ExpenditureLender. In the event Refining does not agree the Borrower shall fail to do so, Borrower shall, upon Lender's written request, immediately establish and maintain a capital expenditures reserve fund with such Estimated Expansion Capital Expenditure, the Parties shall work together in good faith to reach agreement on the Estimated Expansion Capital Expenditure (the agreed amount is referred to as the “Expansion Capital Expenditure”); provided that, in the event the Parties do not reach such agreement within HOU02:1274125 - 12 - 60 days of the Capital Expenditure Notice, Refining shall be entitled to proceed with the construction of the Capital Improvement in accordance with Section 2(l)(v) below. (iv) Prior to beginning any construction on the Capital Improvement, (1) Logistics shall have received all necessary regulatory approvals, (2) Logistics and Refining shall have agreed on (A) an additional monthly payment amount to be paid by Refining to Logistics (the “Monthly Expansion Capital Amount”) which amount (x) shall be payable over a mutually agreed upon term not to exceed the then remaining balance of the Initial Term (or the then current Renewal Term) plus any Renewal Term to which Refining is then committed or shall then commit (the “Capital Amortization Period”), and (y) shall be sufficient to provide Logistics the equivalent of a rate of return Lender equal to the Prime Rate plus an additional rate of return to be agreed to difference between the required amount per unit and the amount per unit actually spent by the Parties over Borrower. Borrower grants to Lender a right of setoff against all moneys in the Capital Amortization Period on the Expansion Capital Expenditure after taking into account the increased cash flows capital expenditures reserve fund, and Borrower shall not permit any other lien to Logistics reasonably anticipated to be received by Logistics from Refining (or from a third party pursuant to a direct contractual commitment to Logistics) in connection with exist upon such Capital Improvement, or (B) another adjustment to the Throughput Fee or the Storage Fees, as applicable, as the Parties may agree and (3) the Parties shall have agreed on any adjustment to the Minimum Throughput Commitment, the Minimum Throughput Capacity or the Minimum Storage Capacity, as the case may befund. The Monthly Expansion Capital Amountproceeds of such capital expenditures reserve fund will be disbursed upon Lender's receipt of satisfactory evidence that Borrower has made the required capital expenditures. Upon Borrower's failure to adequately maintain the Premises in good condition, if applicableLender may, but shall not be obligated to, make such capital expenditures and may apply the moneys in the capital expenditures reserve fund for such purpose. To the extent there are insufficient moneys in the capital expenditures reserve fund for such purposes, all funds advanced by Lender to make such capital expenditures shall constitute a portion of the Loan, shall be billed secured by the Deed of Trust and paid monthly following shall accrue interest at the commencement Default Rat (as such term is defined in the Note) until paid. Upon an event of operations default, Lender may apply any moneys in the capital expenditures reserve fund to the Loan, in such order and manner as Lender may elect. Routine maintenance and repair expenses which are necessary to improve or maintain the physical condition of the Capital Improvement and Refining’s obligation to pay Premises shall count towards the Monthly Expansion Capital Amount shall survive capital expenditures requirement. For any partial fiscal year during which the termination of this Agreement (other than a termination in connection with a breach of this Agreement by Logistics or a Force Majeure event affecting Loan is outstanding, the ability of Logistics to provide services under this Agreement). In connection with the construction of any Capital Improvement pursuant to this Section 2(l)(iv), Refining required expenditure amount shall be entitled to participate in prorated by multiplying the required amount per unit by a fraction, the numerator of which is the number of days during such year for which all stages of planning, scheduling, implementing, and oversight or part of the construction. Refining shall also be entitled to audit all expenditures incurred in connection with the Capital Improvement in accordance with Section 13(k). The Parties agree that any Capital Improvement constructed by Logistics pursuant to this Section 2(l)(iv) shall be treated as the separate property of Logistics. (v) If for any reason the Capital Improvement shall not be constructed pursuant to Section 2(l)(iv) above, and such Capital Improvement Loan is in accordance with applicable required engineering and regulatory standards, outstanding and the Parties agree that denominator of which is the Capital Improvement would not reasonably be expected to have a material adverse impact on the operations or efficiency number of the Terminal or the Tankage, taken as a whole, or result days in any material additional unreimbursed costs to Logistics, then Refining may proceed with the construction and financing of the Capital Improvement and, upon completion of construction, Refining shall be the owner and operator of such Capital Improvement. The Parties agree that any Capital Improvement constructed by Refining pursuant to this Section 2(l)(v) shall be treated as the separate property of Refining. Logistics shall reasonably cooperate with Refining in ensuring that the Capital Improvement shall operate as intended, including by operating and maintaining all necessary connections to the Terminal and the Tankage, subject to Refining’s reimbursing Logistics on a monthly basis for any incremental expenses arising from operating or maintaining such connections as determined by Logistics HOU02:1274125 - 13 - in good faith. Refining shall defend, indemnify and hold harmless the Logistics Indemnitees from and against any Liabilities resulting from the construction, ownership and operation by Refining of any Capital Improvement constructed by Refining pursuant to this Section 2(l)(v)year. (vi) Upon completion of the construction of such Capital Improvement, Logistics or Refining, as applicable, will own such Capital Improvement, and will operate and maintain such Capital Improvement in accordance with Applicable Law and recognized industry standards.

Capital Improvements. During Section 6.15 of the term Agreement is hereby amended by replacing Section 6.15 in its entirety with the following: (a) Subject to the terms of Section 6.15(b), (c) and (d), Seller hereby covenants and agrees to cause the Companies to fund the amounts for the capital expenditures set forth and described on Section 6.15 of the Disclosure Schedule (the “Mandatory Capital Improvement Costs”) on or prior to the Closing Date. In the event that Seller does not fund all of the Mandatory Capital Improvement Costs as of the Closing Date, then such remaining Mandatory Capital Improvement Costs shall be deducted from the Initial Purchase Price as set forth in Section 2.2(a). (b) Notwithstanding this Section 6.15 or any other provision of this Agreement, Refining shall be entitled to designate Capital Improvements to be made to the Terminal Buyer hereby agrees and the Tankage. The following provisions shall set forth the procedures pursuant to which Capital Improvements designated by Refining may be constructed: acknowledges that (i) For any Capital Improvement designated by Refining, Refining shall submit a written proposal, including all specifications then available Seller and the Companies may proceed as they determine to it, for be necessary or advisable in their sole discretion to spend up to $2.3 million to repair the proposed Capital Improvement to Arizona Charlie’s Boulder garage (the Terminal and/or the Tankage, as the case may be. “Boulder Garage Expenditure”); (ii) Logistics will review the Boulder Garage Expenditure shall not be in addition to any previously identified Mandatory Capital Improvement Costs, but rather shall reduce the Mandatory Capital Improvement Costs on a dollar for dollar basis (whether or not such proposal to determineBoulder Garage Expenditures constitute “capital expenditures”); and (iii) as a result of making the Boulder Garage Expenditure, Seller shall be excused from performing capital improvements, in its sole discretion, whether it will consent and incurring Mandatory Capital Improvement Costs, to proceed with the proposed Capital Improvement. (iii) Should Logistics determine to proceed and construct or cause to be constructed the approved Capital Improvement, Logistics will obtain bids from two or more general contractors reasonably acceptable to Refining for the construction extent of the Capital Improvement. Based upon the bids, Logistics will notify Refining of Logistics’ estimate aggregate amount of the total cost necessary to construct such Capital Improvement (the “Capital Expenditure Notice”) (Boulder Garage Expenditure, which amount shall include also reduce the costs previously identified Mandatory Capital Improvement Costs at each of capital and the Companies; (c) Notwithstanding this Section 6.15 or any other costs necessary provision of this Agreement, with respect to place such Capital Improvement in service) (“Estimated Expansion Capital Expenditure”). Within 30 days of the Capital Expenditure Notice, Refining will notify Logistics whether or not Refining agrees to such Estimated Expansion Capital Expenditure. In the event Refining does not agree with such Estimated Expansion Capital Expenditure, the Parties shall work together in good faith to reach agreement on the Estimated Expansion Capital Expenditure (the agreed amount is referred to property known as the ‘Aquarius’, Seller and Buyer agree that Seller shall cause the Companies to fund and make expenditures with respect to hotel rooms and corridors renovations (collectively, “Expansion Capital ExpenditureRoom Renovation Expenditures”); provided that, in the event the Parties do not reach such agreement within HOU02:1274125 - 12 - 60 days of the Capital Expenditure Notice, Refining shall be entitled to proceed with the construction of the Capital Improvement ) in accordance with the ‘Proposed Scope’ and ‘Proposed Budget’ rather than the ‘Original Scope’ and ‘Original Budget’, each as described on Section 2(l)(v6.15.2 of the Disclosure Schedule attached to this Amendment; provided that (a) below. (iv) Prior to beginning any construction on if the Capital ImprovementClosing occurs, (1) Logistics shall have received all necessary regulatory approvals, (2) Logistics and Refining shall have agreed on (A) an additional monthly payment amount to be paid by Refining to Logistics (the “Monthly Expansion Capital Amount”) which amount (x) Purchase Price shall be payable over a mutually agreed upon term not to exceed increased by the then remaining balance amount, if any, of the Initial Term Excess Costs (as defined below) incurred by Seller or the then current Renewal Term) plus any Renewal Term Companies prior to which Refining is then committed or shall then commit (the “Capital Amortization Period”), Closing and (yb) if the Closing does not occur, Buyer shall be sufficient to provide Logistics the equivalent of a rate of return equal to the Prime Rate plus an additional rate of return to be agreed to by the Parties over the Capital Amortization Period on the Expansion Capital Expenditure reimburse Seller for Incremental Costs (as defined below) incurred (whether before or after taking into account the increased cash flows to Logistics reasonably anticipated to be received by Logistics from Refining (or from a third party pursuant to a direct contractual commitment to Logistics) in connection with such Capital Improvement, or (B) another adjustment to the Throughput Fee or the Storage Fees, as applicable, as the Parties may agree and (3) the Parties shall have agreed on any adjustment to the Minimum Throughput Commitment, the Minimum Throughput Capacity or the Minimum Storage Capacity, as the case may be. The Monthly Expansion Capital Amount, if applicable, shall be billed and paid monthly following the commencement of operations of the Capital Improvement and Refining’s obligation to pay the Monthly Expansion Capital Amount shall survive the termination of this Agreement (other than a termination in connection with a breach of this Agreement by Logistics or a Force Majeure event affecting the ability of Logistics to provide services under this Agreement). In connection “Incremental Costs” means the sum of (x) amounts of Room Renovation Expenditures incurred by Seller or the Companies with the construction of any Capital Improvement pursuant respect to this Section 2(l)(iv), Refining shall be entitled to participate in all stages of planning, scheduling, implementing, and oversight line items of the construction. Refining shall also be entitled to audit all expenditures incurred in connection with the Capital Improvement in accordance with Section 13(k). The Parties agree Proposed Scope that any Capital Improvement constructed by Logistics pursuant to this Section 2(l)(iv) shall be treated are not included as the separate property of Logistics. (v) If for any reason the Capital Improvement shall not be constructed pursuant to Section 2(l)(iv) above, and such Capital Improvement is in accordance with applicable required engineering and regulatory standards, and the Parties agree that the Capital Improvement would not reasonably be expected to have a material adverse impact on the operations or efficiency line items of the Terminal Original Scope (e.g., the 32” LCD TVs in the Standard Rooms) plus (y) amounts of Room Renovation Expenditures incurred by Seller or the Tankage, taken as a whole, or result in any material additional unreimbursed costs Companies with respect to Logistics, then Refining may proceed with the construction and financing line items of the Capital Improvement and, upon completion Proposed Scope that are included as line items of construction, Refining shall be the owner and operator of such Capital Improvement. The Parties agree that any Capital Improvement constructed by Refining pursuant to this Section 2(l)(v) shall be treated as the separate property of Refining. Logistics shall reasonably cooperate with Refining in ensuring that the Capital Improvement shall operate as intended, including by operating and maintaining all necessary connections Original Scope to the Terminal and extent (but only to the Tankage, subject extent) that such funded amounts for such line items actually exceed the Original Budget amount for such line items minus (z) amounts of Room Renovation Expenditures saved by Seller or the Companies with respect to Refining’s reimbursing Logistics on a monthly basis for any incremental expenses arising from operating or maintaining such connections as determined by Logistics HOU02:1274125 - 13 - in good faith. Refining shall defend, indemnify and hold harmless the Logistics Indemnitees from and against any Liabilities resulting from the construction, ownership and operation by Refining of any Capital Improvement constructed by Refining pursuant to this Section 2(l)(v). (vi) Upon completion line items of the construction Proposed Scope that are included as line items of such Capital Improvement, Logistics or Refining, as applicable, will own such Capital Improvement, and will operate and maintain such Capital Improvement in accordance with Applicable Law and recognized industry standards.the Original Scope to the extent (but only to the

Capital Improvements. During the term of this Agreement, Refining DKTS shall be entitled to designate Capital Improvements to be made to the Terminal and the Tankage. The following provisions shall set forth the procedures pursuant to which Capital Improvements designated by Refining DKTS may be constructed: (i) For any Capital Improvement designated by RefiningDKTS, Refining DKTS shall submit a written proposal, including all specifications then available to it, for the proposed Capital Improvement to the Terminal and/or the Tankage, as the case may be. (ii) Logistics will review such proposal to determine, in its sole discretion, whether it will consent to proceed with the proposed Capital Improvement. (iii) Should Logistics determine to proceed and construct or cause to be constructed the approved Capital Improvement, Logistics will obtain bids from two or more general contractors reasonably acceptable to Refining DKTS for the construction of the Capital Improvement. Based upon the bids, Logistics will notify Refining DKTS of Logistics’ estimate of the total cost necessary to construct such Capital Improvement (the “Capital Expenditure Notice”) (which amount shall include the costs of capital and any other costs necessary to place such Capital Improvement in service) (“Estimated Expansion Capital Expenditure”). Within 30 days of the Capital Expenditure Notice, Refining DKTS will notify Logistics whether or not Refining DKTS agrees to such Estimated Expansion Capital Expenditure. In the event Refining DKTS does not agree with such Estimated Expansion Capital Expenditure, the Parties shall work together in good faith to reach agreement on the Estimated Expansion Capital Expenditure (the agreed amount is referred to as the “Expansion Capital Expenditure”); provided that, in the event the Parties do not reach such agreement within HOU02:1274125 - 12 - 60 days of the Capital Expenditure Notice, Refining DKTS shall be entitled to proceed with the construction of the Capital Improvement in accordance with Section 2(l)(v2(i)(v) below. (iv) Prior to beginning any construction on the Capital Improvement, (1) Logistics shall have received all necessary regulatory approvals, (2) Logistics and Refining DKTS shall have agreed on (A) an additional monthly payment amount to be paid by Refining DKTS to Logistics (the “Monthly Expansion Capital Amount”) which amount (x) shall be payable over a mutually agreed upon term not to exceed the then remaining balance of the Initial Term (or the then current Renewal Term) plus any Renewal Term to which Refining DKTS is then committed or shall then commit (the “Capital Amortization Period”), and (y) shall be sufficient to provide Logistics the equivalent of a rate of return equal to the Prime Rate plus an additional rate of return to be agreed to by the Parties over the Capital Amortization Period on the Expansion Capital Expenditure after taking into account the increased cash flows to Logistics reasonably anticipated to be received by Logistics from Refining DKTS (or from a third party pursuant to a direct contractual commitment to Logistics) in connection with such Capital Improvement, or (B) another adjustment to the Throughput Fee or the Storage FeesFee, as applicable, as the Parties may agree and (3) the Parties shall have agreed on any adjustment to the Minimum Throughput Commitment, designated storage capacity in the Minimum Throughput Capacity or the Minimum Storage CapacityTankage, as the case may be. The Monthly Expansion Capital Amount, if applicable, shall be billed and paid monthly following the commencement of operations of the Capital Improvement and Refining’s DKTS’ obligation to pay the Monthly Expansion Capital Amount shall survive the termination of this Agreement (other than a termination in connection with a breach of this Agreement by Logistics or a Force Majeure event affecting the ability of Logistics to provide services under this Agreement). In connection with the construction of any Capital Improvement pursuant to this Section 2(l)(iv2(i)(iv), Refining DKTS shall be entitled to participate in all stages of planning, scheduling, implementing, and oversight of the construction. Refining DKTS shall also be entitled to audit all expenditures incurred in connection with the Capital Improvement in accordance with Section 13(k). The Parties agree that any Capital Improvement constructed by Logistics pursuant to this Section 2(l)(iv2(i)(iv) shall be treated as the separate property of Logistics. (v) If for any reason the Capital Improvement shall not be constructed pursuant to Section 2(l)(iv2(i)(iv) above, and such Capital Improvement is in accordance with applicable required engineering and regulatory standards, and the Parties agree that the Capital Improvement would not reasonably be expected to have a material adverse impact on the operations or efficiency of the Terminal or the Tankage, taken as a whole, or result in any material additional unreimbursed costs to Logistics, then Refining DKTS may proceed with the construction and financing of the Capital Improvement and, upon completion of construction, Refining DKTS shall be the owner and operator of such Capital Improvement. The Parties agree that any Capital Improvement constructed by Refining DKTS pursuant to this Section 2(l)(v2(i)(v) shall be treated as the separate property of RefiningDKTS. Logistics shall reasonably cooperate with Refining DKTS in ensuring that the Capital Improvement shall operate as intended, including by operating and maintaining all necessary connections to the Terminal and the Tankage, subject to Refining’s DKTS’ reimbursing Logistics on a monthly basis for any incremental expenses arising from operating or maintaining such connections as determined by Logistics HOU02:1274125 - 13 - in good faith. Refining DKTS shall defend, indemnify and hold harmless the Logistics Indemnitees from and against any Liabilities resulting from the construction, ownership and operation by Refining DKTS of any Capital Improvement constructed by Refining DKTS pursuant to this Section 2(l)(v2(i)(v). (vi) Upon completion of the construction of such Capital Improvement, Logistics or RefiningDKTS, as applicable, will own such Capital Improvement, and will operate and maintain such Capital Improvement in accordance with Applicable Law and recognized industry standards.

Capital Improvements. During the term of this Agreement, Refining ▇▇▇▇ shall be entitled to designate Capital Improvements to be made to the Terminal and the TankageRail Offloading Facility. The following provisions shall set forth the procedures pursuant to which Capital Improvements designated by Refining ▇▇▇▇ may be constructed: (i) For any Capital Improvement designated by Refining▇▇▇▇, Refining ▇▇▇▇ shall submit a written proposal, including all specifications then available to it, for the proposed Capital Improvement to the Terminal and/or the TankageRail Offloading Facility, as the case may be. (ii) Logistics will review such proposal to determine, in its sole discretion, whether it will consent to proceed with the proposed Capital Improvement. (iii) Should Logistics determine to proceed and construct or cause to be constructed the approved Capital Improvement, Logistics will obtain bids from two or more general contractors reasonably acceptable to Refining ▇▇▇▇ for the construction of the Capital Improvement. Based upon the bids, Logistics will notify Refining ▇▇▇▇ of Logistics’ estimate of the total cost necessary to construct such Capital Improvement (the “Capital Expenditure Notice”) (which amount shall include the costs of capital and any other costs necessary to place such Capital Improvement in service) (“Estimated Expansion Capital Expenditure”). Within 30 days of the Capital Expenditure Notice, Refining ▇▇▇▇ will notify Logistics whether or not Refining ▇▇▇▇ agrees to such Estimated Expansion Capital Expenditure. In the event Refining ▇▇▇▇ does not agree with such Estimated Expansion Capital Expenditure, the Parties shall work together in good faith to reach agreement on the Estimated Expansion Capital Expenditure (the agreed amount is referred to as the “Expansion Capital Expenditure”); provided that, in the event the Parties do not reach such agreement within HOU02:1274125 - 12 - 60 days of the Capital Expenditure Notice, Refining ▇▇▇▇ shall be entitled to proceed with the construction of the Capital Improvement in accordance with Section 2(l)(v) below2(g)(v). (iv) Prior to beginning any construction on the Capital Improvement, (1) Logistics shall have received all necessary regulatory approvals, (2) Logistics and Refining ▇▇▇▇ shall have agreed on (A) an additional monthly payment amount to be paid by Refining ▇▇▇▇ to Logistics (the “Monthly Expansion Capital Amount”) which amount (x) shall be payable over a mutually agreed upon term not to exceed the then remaining balance of the Initial Term (or the then current Renewal Term) plus any Renewal Term to which Refining ▇▇▇▇ is then committed or shall then commit (the “Capital Amortization Period”), and (y) shall be sufficient to provide Logistics the equivalent of a rate of return equal to the Prime Rate plus an additional rate of return to be agreed to by the Parties over the Capital Amortization Period on the Expansion Capital Expenditure after taking into account the increased cash flows to Logistics reasonably anticipated to be received by Logistics from Refining ▇▇▇▇ (or from a third party pursuant to a direct contractual commitment to Logistics) in connection with such Capital Improvement, or (B) another adjustment to the Throughput Fee or the Storage Fees, as applicable, as the Parties may agree and (3) the Parties shall have agreed on any adjustment to the Minimum Quarterly Throughput Commitment, Payment or the Minimum Throughput Capacity or the Minimum Storage Capacity, as the case may be. The Monthly Expansion Capital Amount, if applicable, shall be billed and paid monthly following the commencement of operations of the Capital Improvement and Refining’s ▇▇▇▇’▇ obligation to pay the Monthly Expansion Capital Amount shall survive the termination of this Agreement (other than a termination in connection with a breach of this Agreement by Logistics or a Force Majeure event affecting the ability of Logistics to provide services under this Agreement). In connection with the construction of any Capital Improvement pursuant to this Section 2(l)(iv2(g)(iv), Refining ▇▇▇▇ shall be entitled to participate in all stages of planning, scheduling, implementing, and oversight of the construction. Refining ▇▇▇▇ shall also be entitled to audit all expenditures incurred in connection with the Capital Improvement in accordance with Section 13(k17(n). The Parties agree that any Capital Improvement constructed by Logistics pursuant to this Section 2(l)(iv2(g)(iv) shall be treated as the separate property of Logistics. (v) If for any reason the Capital Improvement shall not be constructed pursuant to Section 2(l)(iv2(g)(iv) above, and such Capital Improvement is in accordance with applicable required engineering and regulatory standards, and the Parties agree that the Capital Improvement would not reasonably be expected to have a material adverse impact on the operations or efficiency of the Terminal or the TankageRail Offloading Facility, taken as a whole, or result in any material additional unreimbursed costs to Logistics, then Refining ▇▇▇▇ may proceed with the construction and financing of the Capital Improvement and, upon completion of construction, Refining ▇▇▇▇ shall be the owner and operator of such Capital Improvement; provided, however, that, until a lease, right-of-way or other agreement contemplated by Section 6.6(b) of the Purchase Agreement has been obtained, Logistics shall determine in its sole discretion whether any construction by Lion on the South Rack Parcel or the North Rack Parcel (each as defined in the Purchase Agreement) would not reasonably be expected to have a material adverse impact on the operations or efficiency of the Rail Offloading Facility, taken as a whole, or result in any material additional unreimbursed costs to Logistics. The Parties agree that any Capital Improvement constructed by Refining ▇▇▇▇ pursuant to this Section 2(l)(v2(g)(v) shall be treated as the separate property of Refining▇▇▇▇. Logistics shall reasonably cooperate with Refining ▇▇▇▇ in ensuring that the Capital Improvement shall operate as intended, including by operating and maintaining all necessary connections to the Terminal and the TankageRail Offloading Facility, subject to Refining’s ▇▇▇▇’▇ reimbursing Logistics on a monthly basis for any incremental - 11 - expenses arising from operating or maintaining such connections as determined by Logistics HOU02:1274125 - 13 - in good faith. Refining ▇▇▇▇ shall defend, indemnify and hold harmless the Logistics Indemnitees from and against any Liabilities resulting from the construction, ownership and operation by Refining ▇▇▇▇ of any Capital Improvement constructed by Refining ▇▇▇▇ pursuant to this Section 2(l)(v2(g)(v). (vi) Upon completion of the construction of such Capital Improvement, Logistics or Refining▇▇▇▇, as applicable, will own such Capital Improvement, and will operate and maintain such Capital Improvement in accordance with Applicable Law and recognized industry standards.

Capital Improvements. During (a) If the term schedule of this Agreement, Refining shall be entitled to designate Capital Improvements capital improvements submitted by City as part of the Annual Reports for the succeeding Additional Term includes capital improvements that are to be made funded through Scheduled Airline Landing Fees or Rentals during such Additional Term and requires the commitment by City for the purchase or construction of (i) a single item at a cost of Two Hundred Thousand Dollars or more, or (ii) items which in the aggregate exceed a cost of Seven Hundred Thousand Dollars, then the inclusion of the purchase price, construction cost or annual debt service of Additional Revenue Bonds (the “Cost” of the capital improvements) for such item or items in the Landing Fee or Rental calculation for the succeeding Additional Term or Terms is subject to the Terminal and the Tankage. The following provisions shall set forth the procedures pursuant to which Capital Improvements designated by Refining may be constructedfollowing: (i) For any Capital Improvement designated by Refining, Refining The Director of Port Control shall submit to the Scheduled Airline, at least 90 days before the expiration of the then current Term, a written proposaldescription of the proposed capital improvement with preliminary drawings and cost estimates if available, including all specifications then available a brief statement of the need for such expenditure, the allocation of the Cost to itthe various Cost Centers, and City’s preferred means of financing the Cost. Within a reasonable time, but no sooner than 30 days thereafter, the Director of Port Control shall convene a meeting of the Scheduled Airlines for the purpose of discussing and voting on each such proposed Capital Improvement to capital improvement and the Terminal and/or the Tankage, as the case may bemeans of financing its Cost. (ii) Logistics will review The Scheduled Airlines, by a vote of the Majority In Interest given at such proposal to determinemeeting or by individual Airline letter vote given within 10 days thereafter, may disapprove the capital improvement, and its Cost shall not be included in its sole discretion, whether it will consent to proceed with the calculation of Landing Fees or Rentals for the succeeding Additional Term unless authorized under the procedures provided below. If the proposed Capital Improvementcapital improvement is not disapproved by a Majority In Interest, its cost shall be included in the calculation of Landing Fees or Rentals for the succeeding Additional Term. (iii) Should Logistics determine to proceed and construct or cause to be constructed the approved Capital Improvement, Logistics will obtain bids from two or more general contractors reasonably acceptable to Refining for the construction of the Capital Improvement. Based upon the bids, Logistics will notify Refining of Logistics’ estimate of the total cost necessary to construct such Capital Improvement (the “Capital Expenditure Notice”) (which amount shall include the costs of capital and any other costs necessary to place such Capital Improvement in service) (“Estimated Expansion Capital Expenditure”). Within 30 days of the Capital Expenditure Notice, Refining will notify Logistics whether or not Refining agrees to such Estimated Expansion Capital Expenditure. In the event Refining does not agree with such Estimated Expansion Capital Expenditurea proposed capital improvement is disapproved as provided above, the Parties shall work together in good faith to reach agreement on the Estimated Expansion Capital Expenditure (the agreed amount is referred to as the “Expansion Capital Expenditure”); provided that, in the event the Parties do not reach such agreement within HOU02:1274125 - 12 - 60 days Director of Port Control may convene a second meeting of the Capital Expenditure NoticeScheduled Airlines to be held no sooner than seven business days nor later than 15 business days following the final vote disapproving the capital improvement. At such second meeting, Refining the Director of Port Control shall ask for reconsideration of the previously disapproved capital improvement. On reconsideration, the capital improvement shall be entitled to proceed with the construction deemed approved unless it is again disapproved by a vote of the Capital Improvement in accordance with Section 2(l)(v) belowMajority In Interest given to City at such meeting. (iv) Prior to beginning any construction on Provided that the Capital Improvementprocedures set forth above in this Section 8.07 have been followed, the Board of Control may include the Cost in the succeeding Additional Term’s calculation for Landing Fees and Rentals, notwithstanding disapproval of such item by a Majority In Interest, if the Board of Control determines that such capital improvement is necessary or prudent to: (1) Logistics shall have received all necessary regulatory approvalscomply with a rule, regulation or order of any federal or state agency; or (2) Logistics continue the operation, maintenance and Refining shall have agreed on expansion of the Airport System for any of the purposes intended hereunder; or (A3) an additional monthly payment amount maintain or create functional capability at the Airport System at a level that is required by public health, safety or welfare or for the better security of the Revenue Bonds; or (4) produce a net increase in Airport Revenue from the operation of new or expanded Airport System facilities to be paid by Refining constructed with the proposed capital expenditures; or (5) maintain a level of operations, facilities and services equivalent to Logistics (other prudently operated airports comparable to the “Monthly Expansion Capital Amount”) which amount (x) Airport System. The Board of Control shall also determine the means of financing the Cost. The determination of the Board of Control shall be payable over binding and final unless a mutually agreed Majority In Interest deems it desirable to contest such capital improvement. In such event the Scheduled Airlines shall, within 30 days after the determination by the Board of Control, challenge said determination in a court of competent jurisdiction therein contesting the justification for the proposed capital improvement based upon term not to exceed the then remaining balance above factors or the reasonableness of City’s choice of the Initial Term (method of financing its Cost. City will not proceed with such capital improvement unless or until such action has been dismissed by the then current Renewal Term) plus any Renewal Term to which Refining is then committed Scheduled Airlines or shall then commit (finally adjudicated in favor of City. The Scheduled Airlines will diligently prosecute the “Capital Amortization Period”)aforementioned action, and (y) shall should the case be sufficient to provide Logistics the equivalent of a rate of return equal to the Prime Rate plus an additional rate of return to be agreed to dismissed by the Parties over Scheduled Airlines or should the Capital Amortization Period on City prevail the Expansion Capital Expenditure after taking into account the increased cash flows to Logistics reasonably anticipated to be received Scheduled Airlines will pay City’s costs and expenses, including reasonable attorneys’ fees, incurred by Logistics from Refining (or from a third party pursuant to a direct contractual commitment to Logistics) it in connection with such Capital Improvement, or (B) another adjustment to the Throughput Fee or the Storage Fees, as applicable, as the Parties may agree and (3) the Parties shall have agreed on any adjustment to the Minimum Throughput Commitment, the Minimum Throughput Capacity or the Minimum Storage Capacity, as the case may be. The Monthly Expansion Capital Amount, if applicable, shall be billed and paid monthly following the commencement of operations of the Capital Improvement and Refining’s obligation to pay the Monthly Expansion Capital Amount shall survive the termination of this Agreement (other than a termination in connection with a breach of this Agreement by Logistics or a Force Majeure event affecting the ability of Logistics to provide services under this Agreement). In connection with the construction of any Capital Improvement pursuant to this Section 2(l)(iv), Refining shall be entitled to participate in all stages of planning, scheduling, implementing, and oversight of the construction. Refining shall also be entitled to audit all expenditures incurred in connection with the Capital Improvement in accordance with Section 13(k). The Parties agree that any Capital Improvement constructed by Logistics pursuant to this Section 2(l)(iv) shall be treated as the separate property of Logisticssaid action. (vb) If for any reason the Capital Improvement shall not be constructed pursuant to Section 2(l)(ivThe Two and Seven Hundred Thousand Dollar amounts provided in subsection (a) above, and such Capital Improvement is in accordance with applicable required engineering and regulatory standards, and the Parties agree that the Capital Improvement would not reasonably be expected to have a material adverse impact on the operations or efficiency of the Terminal or the Tankage, taken as a whole, or result in any material additional unreimbursed costs to Logistics, then Refining may proceed with the construction and financing of the Capital Improvement and, upon completion of construction, Refining hereof shall be adjusted annually in proportion with changes in the owner and operator of monthly Engineering News Record 20 Cities Construction Costs Index, or, if such Capital Improvement. The Parties agree that any Capital Improvement constructed by Refining pursuant to this Section 2(l)(v) Index is hereafter no longer published, such similar index as City may determine, using the Index for December 1975 as the base period from which adjustments shall be treated as the separate property of Refining. Logistics shall reasonably cooperate with Refining in ensuring that the Capital Improvement shall operate as intended, including by operating and maintaining all necessary connections to the Terminal and the Tankage, subject to Refining’s reimbursing Logistics on a monthly basis for any incremental expenses arising from operating or maintaining such connections as determined by Logistics HOU02:1274125 - 13 - in good faith. Refining shall defend, indemnify and hold harmless the Logistics Indemnitees from and against any Liabilities resulting from the construction, ownership and operation by Refining of any Capital Improvement constructed by Refining pursuant to this Section 2(l)(v)computed. (vic) Upon completion Regardless of the construction foregoing, if City executes an agreement pursuant to which the user or users of a capital improvement agree to pay rentals or charges that will fully reimburse City for the Cost thereof, including the payment of all maintenance and operating costs associated therewith, then inclusion of the Cost of such Capital Improvement, Logistics or Refining, as applicable, will own such Capital Improvement, and will operate and maintain such Capital Improvement in accordance with Applicable Law and recognized industry standardscapital improvement is not subject to the procedures of 8.07(a) hereof.

Capital Improvements. During If the term need for any major new major new -------------------- improvements related to Tenant's use of this Agreementthe Leased Premises or the repair or replacement of any major improvement in or to the Premises, Refining having a cost in excess of $10,000.00 (collectively "Capital Improvement"), arises during the lease term, Landlord or Tenant may, by written notice to the other, request that the Capital Improvement be made. Capital Improvements shall not include normal maintenance and repair items or the repair or replacement of improvements at a cost of less than $10,000.00. The party requesting the Capital Improvement shall obtain and present to the other party a description of the proposed Capital Improvement, plans (if reasonably available) and one or more cost estimates. The proposed Capital Improvement shall be entitled subject to designate Capital Improvements mutual approval of Landlord and Tenant, which approval shall not be unreasonably withheld or delayed. If either party objects to be made to the Terminal and the Tankage. The following provisions shall set forth the procedures pursuant to which Capital Improvements designated by Refining may be constructed: (i) For any Capital Improvement designated by Refining, Refining shall submit a written proposal, including all specifications then available to it, for the proposed Capital Improvement or its cost, the parties agree to negotiate in good faith to resolve the Terminal and/or objection or to reduce the Tankagecost. If, as after good faith negotiations, the case may be. (ii) Logistics will review such proposal parties are unable to determine, in its sole discretion, whether it will consent to proceed with agree on the proposed Capital Improvement, the Capital Improvement issue may be submitted to arbitration as provided in Article 30 below at the request of either party. (For purposes of this Section 16, the exclusions contained in Sections 30.3.1 and 30.3.2 shall not apply. (iii) Should Logistics determine Landlord agrees to proceed pay the cost of a mutually approved or arbitrator ordered Capital Improvement, and construct Tenant agrees to wholly or cause to be constructed partially reimburse Landlord for the cost of such Capital Improvement by paying additional rent as provided herein. On the first day of the first month following completion of an approved Capital Improvement, Logistics will obtain bids from two or more general contractors reasonably acceptable Tenant shall commence payment of monthly additional rent in an amount sufficient to Refining for amortize the construction cost of the Capital ImprovementImprovement over a ten (10) year period with interest at the rate of ten percent (10%) per annum. Based upon Additional rent shall be due and payable with, and in addition to, monthly payment of minimum rent. Tenant shall have no obligation to pay such additional rent following the bids, Logistics will notify Refining of Logistics’ estimate expiration of the total cost necessary ten (10) year lease term. If this Lease is terminated prior to construct such Capital Improvement (the “Capital Expenditure Notice”) (which amount shall include the costs of capital and any other costs necessary to place such Capital Improvement in service) (“Estimated Expansion Capital Expenditure”). Within 30 days expiration of the Capital Expenditure Noticeten (10) year lease term, Refining will notify Logistics whether or not Refining agrees to such Estimated Expansion Capital Expenditure. In the event Refining does not agree with such Estimated Expansion Capital Expenditure, the Parties shall work together in good faith to reach agreement on the Estimated Expansion Capital Expenditure (the agreed amount is referred to as the “Expansion Capital Expenditure”); provided result of Tenant's exercise of its option to terminate under Article 31 or as the result of Tenant's breach of this Lease, then Tenant agrees that, in addition to any other amounts due Landlord, the event full amount of additional rent payable for Capital Improvements, which would have been paid during the Parties do not reach such agreement within HOU02:1274125 - 12 - 60 days of the Capital Expenditure Notice, Refining shall be entitled to proceed with the construction of the Capital Improvement in accordance with Section 2(l)(v) below. (iv) Prior to beginning any construction on the Capital Improvement, (1) Logistics shall have received all necessary regulatory approvals, (2) Logistics and Refining shall have agreed on (A) an additional monthly payment amount to be paid by Refining to Logistics (the “Monthly Expansion Capital Amount”) which amount (x) shall be payable over a mutually agreed upon term not to exceed the then remaining balance of the Initial Term lease term (or without the then current Renewal Term) plus any Renewal Term to which Refining is then committed or shall then commit (the “Capital Amortization Period”assessment of unearned interest), shall become immediately due and (y) shall be sufficient to provide Logistics the equivalent of a rate of return equal to the Prime Rate plus an additional rate of return to be agreed to by the Parties over the Capital Amortization Period on the Expansion Capital Expenditure after taking into account the increased cash flows to Logistics reasonably anticipated to be received by Logistics from Refining (or from a third party pursuant to a direct contractual commitment to Logistics) in connection with such Capital Improvement, or (B) another adjustment to the Throughput Fee or the Storage Fees, payable as applicable, as the Parties may agree and (3) the Parties shall have agreed on any adjustment to the Minimum Throughput Commitment, the Minimum Throughput Capacity or the Minimum Storage Capacity, as the case may be. The Monthly Expansion Capital Amount, if applicable, shall be billed and paid monthly following the commencement of operations of the Capital Improvement and Refining’s obligation to pay the Monthly Expansion Capital Amount shall survive the termination of this Agreement (other than a termination in connection with a breach of this Agreement by Logistics or a Force Majeure event affecting the ability of Logistics to provide services under this Agreement). In connection with the construction of any Capital Improvement pursuant to this Section 2(l)(iv), Refining shall be entitled to participate in all stages of planning, scheduling, implementing, and oversight of the construction. Refining shall also be entitled to audit all expenditures incurred in connection with the Capital Improvement in accordance with Section 13(k). The Parties agree that any Capital Improvement constructed by Logistics pursuant to this Section 2(l)(iv) shall be treated as the separate property of Logistics. (v) If for any reason the Capital Improvement shall not be constructed pursuant to Section 2(l)(iv) above, and such Capital Improvement is in accordance with applicable required engineering and regulatory standards, and the Parties agree that the Capital Improvement would not reasonably be expected to have a material adverse impact on the operations or efficiency of the Terminal or the Tankage, taken as a whole, or result in any material additional unreimbursed costs to Logistics, then Refining may proceed with the construction and financing of the Capital Improvement and, upon completion of construction, Refining shall be the owner and operator date of such Capital Improvement. The Parties agree that any Capital Improvement constructed by Refining pursuant to this Section 2(l)(v) shall be treated as the separate property of Refining. Logistics shall reasonably cooperate with Refining in ensuring that the Capital Improvement shall operate as intended, including by operating and maintaining all necessary connections to the Terminal and the Tankage, subject to Refining’s reimbursing Logistics on a monthly basis for any incremental expenses arising from operating or maintaining such connections as determined by Logistics HOU02:1274125 - 13 - in good faith. Refining shall defend, indemnify and hold harmless the Logistics Indemnitees from and against any Liabilities resulting from the construction, ownership and operation by Refining of any Capital Improvement constructed by Refining pursuant to this Section 2(l)(v)termination. (vi) Upon completion of the construction of such Capital Improvement, Logistics or Refining, as applicable, will own such Capital Improvement, and will operate and maintain such Capital Improvement in accordance with Applicable Law and recognized industry standards.

Capital Improvements. During the term of this Agreement18.1 The Participants recognize that from time to time it may be necessary or desirable to make Capital Improvements or that Capital Improvements may be required by laws and regulations applicable to ANPP. 18.2 If requested by a Participant, Refining any such Capital Improvement shall be entitled described in a supplement to designate this Participation Agreement executed in recordable form. 18.3 All Capital Improvements shall be included in the annual capital expenditures budget. After such budget has been approved by the Engineering and Operating Committee, each Participant shall be obligated for the costs incurred for such Capital Improvements in proportion to its Generation Entitlement Share. 18.4 At any time the Engineering and Operating Committee may authorize Capital Improve­ments not included in the annual capital expenditures budget if any such Capital Improvement is required to comply with any lawful order, rule or regulation of a regulatory agency or if the cost of any such Capital Improvement is less than $500,000. All other Capital Improvements not included in the annual capital expenditures budget may only be made authorized by the Administrative Committee. 18.5 The Operating Agent shall submit to the Terminal and the TankageParticipants a forecast of cash requirements for each authorized Capital Improvement. The following provisions Such forecast shall set forth the procedures pursuant to which Capital Improvements designated by Refining may be constructed: such cash requirements (i) For any for each quarterly period commencing on the first day of January, April, July and October in which costs for such Capital Improvement designated by Refining, Refining Improvements shall submit a written proposal, including all specifications then available to it, for the proposed Capital Improvement to the Terminal and/or the Tankage, as the case may be. become due and (ii) Logistics will review for each month of the first two quarterly periods immediately following the issuance of such proposal forecast. Such forecast shall be revised and furnished to determine, in its sole discretion, whether it will consent to proceed with each Participant every three (3) months thereafter until completion of the proposed Capital Improvement. (iii) Should Logistics determine to proceed and construct or cause to 18.6 The Operating Agent shall be constructed the approved Capital Improvement, Logistics will obtain bids from two or more general contractors reasonably acceptable to Refining responsible for the design and construction of all Capital Improvements unless otherwise agreed by the Administrative Committee. 18.7 The cost of Capital Improvement. Based upon the bids, Logistics will notify Refining of Logistics’ estimate of the total cost necessary to construct such Capital Improvement (the “Capital Expenditure Notice”) (which amount shall include the costs of capital and any other costs necessary to place such Capital Improvement in service) (“Estimated Expansion Capital Expenditure”). Within 30 days of the Capital Expenditure Notice, Refining will notify Logistics whether or not Refining agrees to such Estimated Expansion Capital Expenditure. In the event Refining does not agree with such Estimated Expansion Capital Expenditure, the Parties shall work together in good faith to reach agreement on the Estimated Expansion Capital Expenditure (the agreed amount is referred to as the “Expansion Capital Expenditure”); provided that, in the event the Parties do not reach such agreement within HOU02:1274125 - 12 - 60 days of the Capital Expenditure Notice, Refining Improvements shall be entitled to proceed with the construction of the Capital Improvement determined in accordance with Section 2(l)(v) belowAppendix E attached hereto. (iv) Prior to beginning any 18.8 Units of Property retired from service, whether considered original construction on the or Capital Improvement, (1) Logistics shall have received all necessary regulatory approvals, (2) Logistics and Refining shall have agreed on (A) an additional monthly payment amount to be paid by Refining to Logistics (the “Monthly Expansion Capital Amount”) which amount (x) shall be payable over a mutually agreed upon term not to exceed the then remaining balance of the Initial Term (or the then current Renewal Term) plus any Renewal Term to which Refining is then committed or shall then commit (the “Capital Amortization Period”), and (y) shall be sufficient to provide Logistics the equivalent of a rate of return equal to the Prime Rate plus an additional rate of return to be agreed to by the Parties over the Capital Amortization Period on the Expansion Capital Expenditure after taking into account the increased cash flows to Logistics reasonably anticipated to be received by Logistics from Refining (or from a third party pursuant to a direct contractual commitment to Logistics) in connection with such Capital Improvement, or (B) another adjustment to the Throughput Fee or the Storage Fees, as applicable, as the Parties may agree and (3) the Parties shall have agreed on any adjustment to the Minimum Throughput Commitment, the Minimum Throughput Capacity or the Minimum Storage Capacity, as the case may be. The Monthly Expansion Capital Amount, if applicableImprovements, shall be billed and paid monthly following disposed of by the commencement of operations of Operating Agent on the Capital Improvement and Refining’s obligation to pay the Monthly Expansion Capital Amount shall survive the termination of this Agreement (other than a termination in connection with a breach of this Agreement by Logistics or a Force Majeure event affecting the ability of Logistics to provide services under this Agreement). In connection with the construction of any Capital Improvement pursuant to this Section 2(l)(iv), Refining shall be entitled to participate in all stages of planning, scheduling, implementing, and oversight of the construction. Refining shall also be entitled to audit all expenditures incurred in connection with the Capital Improvement in accordance with Section 13(k). The Parties agree that any Capital Improvement constructed by Logistics pursuant to this Section 2(l)(iv) shall be treated best available terms as the separate property of Logistics. (v) If for any reason the Capital Improvement shall not be constructed pursuant to Section 2(l)(iv) above, and such Capital Improvement is in accordance with applicable required engineering and regulatory standardssoon as practicable, and the Parties agree that the Capital Improvement would not reasonably be expected to have a material adverse impact on the operations or efficiency of the Terminal or the Tankageproceeds, taken as a wholeif any, or result in any material additional unreimbursed costs to Logistics, then Refining may proceed with the construction and financing of the Capital Improvement and, upon completion of construction, Refining received therefrom shall be the owner and operator of such Capital Improvement. The Parties agree that any Capital Improvement constructed by Refining pursuant to this Section 2(l)(v) shall be treated as the separate property of Refining. Logistics shall reasonably cooperate with Refining in ensuring that the Capital Improvement shall operate as intended, including by operating and maintaining all necessary connections credited or distributed to the Terminal and the Tankage, subject Participants in proportion to Refining’s reimbursing Logistics on a monthly basis for any incremental expenses arising from operating or maintaining such connections as determined by Logistics HOU02:1274125 - 13 - in good faith. Refining shall defend, indemnify and hold harmless the Logistics Indemnitees from and against any Liabilities resulting from the construction, ownership and operation by Refining of any Capital Improvement constructed by Refining pursuant to this Section 2(l)(v)their Generation Entitlement Shares. (vi) Upon completion of the construction of such Capital Improvement, Logistics or Refining, as applicable, will own such Capital Improvement, and will operate and maintain such Capital Improvement in accordance with Applicable Law and recognized industry standards.

Capital Improvements. During Lessor acknowledges that it has been advised by Lessee that Lessee intends to perform certain capital improvements to the term Facilities (the “Capital Improvements”). Lessee shall select the architects, engineers, contractors and subcontractors of this Agreementits choice to complete the Capital Improvements, Refining subject to the reasonable approval of Lessor. Prior to commencing construction of any Capital Improvements, Lessee shall have (a) submitted complete plans and specifications prepared by such architects to Lessor for Lessor’s review and approval at least twenty (20) days before the planned start of construction thereof, (b) obtained Lessor’s written approval thereof and, if required, the approval of any Facility Mortgagee (which Lessor shall use its prompt and best efforts to obtain), which approval shall not be unreasonably withheld, conditioned or delayed, and if no response has been received by Lessee within fifteen (15) days after submission of the plans and specifications for approval then such approval shall be entitled deemed to designate have been given. Lessee shall be responsible for the completion of such improvements in accordance with the plans and specifications approved by Lessor, and shall promptly correct any failure with respect thereto. All alterations, improvements and additions shall be constructed in a first class, workmanlike manner, in compliance with all Insurance Requirements and Legal Requirements, be in keeping with the character of the Leased Properties and the area in which the Leased Property in question is located and be designed and constructed so that the value of the Leased Properties will not be diminished or and that the primary Intended Use of the Leased Properties will not be changed. All improvements, alterations and additions shall immediately become a part of the Leased Properties. Any Capital Improvements to be made to the Terminal and the Tankage. The following provisions shall set forth the procedures by Lessee pursuant to this Paragraph 2, other than expenditures for additions (as defined in the definition of Qualified Capital Expenditures), the cost of which Capital Improvements designated are not paid for by Refining Lessor as part of the Improvement Allowance in accordance with Paragraph 3, below, shall be included as capital expenditures for purposes of inclusion in the capital expenditures budget for the Facilities and for measuring compliance with the obligations of Lessee set forth in Section 8.3 of the Lease. In connection with any alteration which involves the removal, demolition or disturbance of any asbestos-containing material, Lessee shall cause such removal, demolition or disturbance to be performed in accordance with, and shall carry out such asbestos monitoring and maintenance program with respect thereto as may be constructed: (i) For any Capital Improvement designated by Refiningrequired by, Refining shall submit a written proposal, including all specifications then available to it, for applicable Legal Requirements. Anything herein or in the proposed Capital Improvement Lease to the Terminal and/or the Tankage, as the case may be. (ii) Logistics will review such proposal to determinecontrary notwithstanding, in its sole discretionthe event of any conflict or inconsistency between this Paragraph 2 and Section 10.1 of the Lease, whether it will consent the terms and provisions of this Paragraph 2 shall be deemed to proceed with control and govern the proposed Capital Improvement. (iii) Should Logistics determine to proceed approval and construct or cause to be constructed the approved Capital Improvement, Logistics will obtain bids from two or more general contractors reasonably acceptable to Refining for the construction of the Capital Improvement. Based upon the bids, Logistics will notify Refining of Logistics’ estimate of the total cost necessary to construct such Capital Improvement (the “Capital Expenditure Notice”) (which amount shall include the costs of capital and any other costs necessary to place such Capital Improvement in service) (“Estimated Expansion Capital Expenditure”). Within 30 days of the Capital Expenditure Notice, Refining will notify Logistics whether or not Refining agrees to such Estimated Expansion Capital Expenditure. In the event Refining does not agree with such Estimated Expansion Capital Expenditure, the Parties shall work together in good faith to reach agreement on the Estimated Expansion Capital Expenditure (the agreed amount is referred to as the “Expansion Capital Expenditure”); provided that, in the event the Parties do not reach such agreement within HOU02:1274125 - 12 - 60 days of the Capital Expenditure Notice, Refining shall be entitled to proceed with the construction of the Capital Improvement in accordance with Section 2(l)(v) belowImprovements. (iv) Prior to beginning any construction on the Capital Improvement, (1) Logistics shall have received all necessary regulatory approvals, (2) Logistics and Refining shall have agreed on (A) an additional monthly payment amount to be paid by Refining to Logistics (the “Monthly Expansion Capital Amount”) which amount (x) shall be payable over a mutually agreed upon term not to exceed the then remaining balance of the Initial Term (or the then current Renewal Term) plus any Renewal Term to which Refining is then committed or shall then commit (the “Capital Amortization Period”), and (y) shall be sufficient to provide Logistics the equivalent of a rate of return equal to the Prime Rate plus an additional rate of return to be agreed to by the Parties over the Capital Amortization Period on the Expansion Capital Expenditure after taking into account the increased cash flows to Logistics reasonably anticipated to be received by Logistics from Refining (or from a third party pursuant to a direct contractual commitment to Logistics) in connection with such Capital Improvement, or (B) another adjustment to the Throughput Fee or the Storage Fees, as applicable, as the Parties may agree and (3) the Parties shall have agreed on any adjustment to the Minimum Throughput Commitment, the Minimum Throughput Capacity or the Minimum Storage Capacity, as the case may be. The Monthly Expansion Capital Amount, if applicable, shall be billed and paid monthly following the commencement of operations of the Capital Improvement and Refining’s obligation to pay the Monthly Expansion Capital Amount shall survive the termination of this Agreement (other than a termination in connection with a breach of this Agreement by Logistics or a Force Majeure event affecting the ability of Logistics to provide services under this Agreement). In connection with the construction of any Capital Improvement pursuant to this Section 2(l)(iv), Refining shall be entitled to participate in all stages of planning, scheduling, implementing, and oversight of the construction. Refining shall also be entitled to audit all expenditures incurred in connection with the Capital Improvement in accordance with Section 13(k). The Parties agree that any Capital Improvement constructed by Logistics pursuant to this Section 2(l)(iv) shall be treated as the separate property of Logistics. (v) If for any reason the Capital Improvement shall not be constructed pursuant to Section 2(l)(iv) above, and such Capital Improvement is in accordance with applicable required engineering and regulatory standards, and the Parties agree that the Capital Improvement would not reasonably be expected to have a material adverse impact on the operations or efficiency of the Terminal or the Tankage, taken as a whole, or result in any material additional unreimbursed costs to Logistics, then Refining may proceed with the construction and financing of the Capital Improvement and, upon completion of construction, Refining shall be the owner and operator of such Capital Improvement. The Parties agree that any Capital Improvement constructed by Refining pursuant to this Section 2(l)(v) shall be treated as the separate property of Refining. Logistics shall reasonably cooperate with Refining in ensuring that the Capital Improvement shall operate as intended, including by operating and maintaining all necessary connections to the Terminal and the Tankage, subject to Refining’s reimbursing Logistics on a monthly basis for any incremental expenses arising from operating or maintaining such connections as determined by Logistics HOU02:1274125 - 13 - in good faith. Refining shall defend, indemnify and hold harmless the Logistics Indemnitees from and against any Liabilities resulting from the construction, ownership and operation by Refining of any Capital Improvement constructed by Refining pursuant to this Section 2(l)(v). (vi) Upon completion of the construction of such Capital Improvement, Logistics or Refining, as applicable, will own such Capital Improvement, and will operate and maintain such Capital Improvement in accordance with Applicable Law and recognized industry standards.

Capital Improvements. During the term of this Agreement, Refining ALON shall be entitled to designate Capital Improvements to be made to the Terminal Refined Product Pipelines and the TankageRefined Product Terminals. The following provisions shall set forth the procedures pursuant to which Capital Improvements designated by Refining ALON may be constructed: (i) For any Capital Improvement designated by RefiningALON, Refining ALON shall submit a written proposal, including all specifications then available to it, for of the nature of the proposed Capital Improvement to the Terminal Refined Product Pipelines and/or the Tankage, as the case may beRefined Product Terminals. (ii) Logistics HEP will review such proposal to determine, in its sole discretion, whether it will consent to proceed with the proposed Capital Improvement. (iii) Should Logistics HEP determine to proceed and construct or cause to be constructed the approved Capital Improvement, Logistics HEP will obtain bids from two or more general contractors reasonably acceptable to Refining ALON for the construction of the Capital Improvement. Based upon the bids, Logistics HEP will notify Refining of Logistics’ estimate ALON of the total estimated cost of the amount necessary to construct such Capital Improvement (the “Capital Expenditure Notice”) (which amount shall include the costs of capital and any other costs necessary to place such Capital Improvement in service) (“Estimated Expansion Construction Capital Expenditure”). Within 30 days of the Capital Expenditure Noticesuch notice, Refining ALON will notify Logistics HEP whether or not Refining ALON agrees to such Estimated Expansion Construction Capital Expenditure. In the event Refining ALON does not agree with such Estimated Expansion Construction Capital Expenditure, the Parties parties shall work together in good faith to reach agreement on the Estimated Expansion Capital Expenditure (the agreed amount is referred to as the “Expansion Construction Capital Expenditure”); provided that, in the event the Parties parties do not reach such agreement within HOU02:1274125 - 12 - 60 days of the Capital Expenditure Notice30 days, Refining ALON shall be entitled to proceed with the construction of the Capital Improvement in accordance with Section 2(l)(v14(a)(v) below. (iv) Prior to beginning any construction on the Capital Improvement, (1x) Logistics HEP shall have received all necessary regulatory approvals, and (2y) Logistics HEP and Refining ALON shall have agreed agree on (A) an additional monthly payment revenue amount to be paid by Refining to Logistics (the “Monthly Expansion Capital Construction Amount”) which amount (x1) shall be payable over a mutually agreed upon to term not to exceed the then remaining balance of the Initial Term (or the then current Renewal Term) plus any Renewal Term to which Refining ALON is then committed or shall then commit (the “Capital Amortization Period”), and (y2) shall be sufficient to provide Logistics HEP the equivalent of a rate of return equal to the Prime Rate prime rate plus an additional rate of return to be agreed to by the Parties parties over the Capital Amortization Period on the Expansion Construction Capital Expenditure after taking into account the increased cash flows to Logistics HEP committed to by ALON and otherwise reasonably anticipated to be received by Logistics HEP from Refining ALON (or from a third party pursuant to a direct contractual commitment to LogisticsHEP) in connection with such Capital Improvement, or (B) another adjustment to the Throughput Fee or the Storage Fees, as applicable, as the Parties may agree and (3) the Parties shall have agreed on any adjustment to the Minimum Throughput Commitment, the Minimum Throughput Capacity or the Minimum Storage Capacity, as the case may be. The Monthly Expansion Capital Amount, if applicable, Construction Amount shall be billed and paid monthly following the commencement of operations ALON’s acceptance (which shall not be unreasonably withheld) of the Capital Improvement as meeting the specifications delivered to HEP pursuant to Section 14(a)(i) and RefiningALON’s obligation to pay the Monthly Expansion Capital Construction Amount shall survive the termination of this Agreement (other than a termination in connection with a breach due to an ALON Event of this Agreement by Logistics or a Force Majeure event affecting the ability of Logistics to provide services under this Agreement)Default. In connection with the construction of any Capital Improvement pursuant to this Section 2(l)(iv14(a)(iv), Refining ALON shall be entitled to participate in all stages of planning, scheduling, implementing, and oversight of the construction. Refining ALON shall also be entitled to audit all expenditures incurred in connection with the Capital Improvement in accordance with Section 13(k). The Parties agree that any Capital Improvement constructed and HEP shall provide all invoices and other documentation reasonably requested by Logistics pursuant to ALON for this Section 2(l)(iv) shall be treated as the separate property of Logisticspurpose. (v) If for any reason the Capital Improvement shall not be constructed pursuant to Section 2(l)(iv14(a)(iv) above, and such Capital Improvement is in accordance with applicable required engineering and regulatory standards, and the Parties agree that the Capital Improvement would could not reasonably be expected to have a material adverse impact on the operations or efficiency of the Terminal Refined Product Pipelines or the Tankage, taken as a whole, Refined Product Terminals or result in any material additional unreimbursed costs to LogisticsHEP, then Refining ALON may proceed with the construction and financing of the Capital Improvement and, upon completion of construction, Refining ALON shall be the owner and operator of such Capital Improvement. The Parties parties agree that any Capital Improvement constructed by Refining pursuant to this Section 2(l)(v) ALON shall be treated as the separate property of RefiningALON. Logistics HEP shall reasonably cooperate with Refining ALON in ensuring insuring that the Capital Improvement shall operate as intended, including by operating and maintaining all necessary connections to the Terminal Refined Product Pipelines and the TankageRefined Product Terminals, subject to RefiningALON’s reimbursing Logistics HEP on a monthly basis for any incremental expenses arising from operating or maintaining such connections as determined by Logistics HOU02:1274125 - 13 - in good faith. Refining shall defend, indemnify and hold harmless the Logistics Indemnitees from and against any Liabilities resulting from the construction, ownership and operation by Refining of any Capital Improvement constructed by Refining pursuant to this Section 2(l)(v)connections. (vi) Upon completion of the construction of such Capital Improvement, Logistics or Refining, as applicable, will own such Capital Improvement, and will operate and maintain such Capital Improvement in accordance with Applicable Law and recognized industry standards.

Capital Improvements. During the term of this Agreement, Refining ALON shall be entitled to designate Capital Improvements to be made to the Terminal Refined Product Pipelines and the TankageRefined Product Terminals. The following provisions shall set forth the procedures pursuant to which Capital Improvements designated by Refining ALON may be constructed: (i) For any Capital Improvement designated by RefiningALON, Refining ALON shall submit a written proposal, including all specifications then available to it, for of the nature of Pipelines and Terminals Agreement the proposed Capital Improvement to the Terminal Refined Product Pipelines and/or the Tankage, as the case may beRefined Product Terminals. (ii) Logistics HEP will review such proposal to determine, in its sole discretion, whether it will consent to proceed with the proposed Capital Improvement. (iii) Should Logistics HEP determine to proceed and construct or cause to be constructed the approved Capital Improvement, Logistics HEP will obtain bids from two or more general contractors reasonably acceptable to Refining ALON for the construction of the Capital Improvement. Based upon the bids, Logistics HEP will notify Refining of Logistics’ estimate ALON of the total estimated cost of the amount necessary to construct such Capital Improvement (the “Capital Expenditure Notice”) (which amount shall include the costs of capital and any other costs necessary to place such Capital Improvement in service) (“Estimated Expansion Construction Capital Expenditure”). Within 30 days of the Capital Expenditure Noticesuch notice, Refining ALON will notify Logistics HEP whether or not Refining ALON agrees to such Estimated Expansion Construction Capital Expenditure. In the event Refining ALON does not agree with such Estimated Expansion Construction Capital Expenditure, the Parties parties shall work together in good faith to reach agreement on the Estimated Expansion Capital Expenditure (the agreed amount is referred to as the “Expansion Construction Capital Expenditure”); provided that, in the event the Parties parties do not reach such agreement within HOU02:1274125 - 12 - 60 days of the Capital Expenditure Notice30 days, Refining ALON shall be entitled to proceed with the construction of the Capital Improvement in accordance with Section 2(l)(v14(a)(v) below. (iv) Prior to beginning any construction on the Capital Improvement, (1x) Logistics HEP shall have received all necessary regulatory approvals, and (2y) Logistics HEP and Refining ALON shall have agreed agree on (A) an additional monthly payment revenue amount to be paid by Refining to Logistics (the “Monthly Expansion Capital Construction Amount”) which amount (x1) shall be payable over a mutually agreed upon to term not to exceed the then remaining balance of the Initial Term (or the then current Renewal Term) plus any Renewal Term to which Refining ALON is then committed or shall then commit (the “Capital Amortization Period”), and (y2) shall be sufficient to provide Logistics HEP the equivalent of a rate of return equal to the Prime Rate prime rate plus an additional rate of return to be agreed to by the Parties parties over the Capital Amortization Period on the Expansion Construction Capital Expenditure after taking into account the increased cash flows to Logistics HEP committed to by ALON and otherwise reasonably anticipated to be received by Logistics HEP from Refining ALON (or from a third party pursuant to a direct contractual commitment to LogisticsHEP) in connection with such Capital Improvement, or (B) another adjustment to the Throughput Fee or the Storage Fees, as applicable, as the Parties may agree and (3) the Parties shall have agreed on any adjustment to the Minimum Throughput Commitment, the Minimum Throughput Capacity or the Minimum Storage Capacity, as the case may be. The Monthly Expansion Capital Amount, if applicable, Construction Amount shall be billed and paid monthly following the commencement of operations ALON’s acceptance (which shall not be unreasonably withheld) of the Capital Improvement as meeting the specifications delivered to HEP pursuant to Section 14(a)(i) and RefiningALON’s obligation to pay the Monthly Expansion Capital Construction Amount shall survive the termination of this Agreement (other than a termination in connection with a breach due to an ALON Event of this Agreement by Logistics or a Force Majeure event affecting the ability of Logistics to provide services under this Agreement)Default. In connection with the construction of any Capital Improvement pursuant to this Section 2(l)(iv14(a)(iv), Refining ALON shall be entitled to participate in all stages of planning, scheduling, implementing, and oversight of the construction. Refining ALON shall also be entitled to audit all expenditures incurred in connection with the Capital Improvement in accordance with Section 13(k)and HEP shall provide all invoices and other documentation reasonably requested by ALON for this purpose. The Parties agree that any Capital Improvement constructed by Logistics pursuant to this Section 2(l)(iv) shall be treated as the separate property of Logistics.Pipelines and Terminals Agreement (v) If for any reason the Capital Improvement shall not be constructed pursuant to Section 2(l)(iv14(a)(iv) above, and such Capital Improvement is in accordance with applicable required engineering and regulatory standards, and the Parties agree that the Capital Improvement would could not reasonably be expected to have a material adverse impact on the operations or efficiency of the Terminal Refined Product Pipelines or the Tankage, taken as a whole, Refined Product Terminals or result in any material additional unreimbursed costs to LogisticsHEP, then Refining ALON may proceed with the construction and financing of the Capital Improvement and, upon completion of construction, Refining ALON shall be the owner and operator of such Capital Improvement. The Parties parties agree that any Capital Improvement constructed by Refining pursuant to this Section 2(l)(v) ALON shall be treated as the separate property of RefiningALON. Logistics HEP shall reasonably cooperate with Refining ALON in ensuring insuring that the Capital Improvement shall operate as intended, including by operating and maintaining all necessary connections to the Terminal Refined Product Pipelines and the TankageRefined Product Terminals, subject to RefiningALON’s reimbursing Logistics HEP on a monthly basis for any incremental expenses arising from operating or maintaining such connections as determined by Logistics HOU02:1274125 - 13 - in good faith. Refining shall defend, indemnify and hold harmless the Logistics Indemnitees from and against any Liabilities resulting from the construction, ownership and operation by Refining of any Capital Improvement constructed by Refining pursuant to this Section 2(l)(v)connections. (vi) Upon completion of the construction of such Capital Improvement, Logistics or Refining, as applicable, will own such Capital Improvement, and will operate and maintain such Capital Improvement in accordance with Applicable Law and recognized industry standards.