SECOND AMENDMENT TO EIGHTH AMENDED AND RESTATED MASTER THROUGHPUT AGREEMENT
Execution Version
Exhibit 10.17
SECOND AMENDMENT
TO EIGHTH AMENDED AND RESTATED
This Second Amendment to Eighth Amended and Restated Master Throughput Agreement (this “Amendment”) is entered into on December 22, 2022, to be effective as of March 14, 2022 (the “Second Amendment Effective Date”) by and between:
1.▇▇ ▇▇▇▇▇▇▇▇ Refining & Marketing LLC, a Delaware limited liability company (“HFRM”), and
2.▇▇▇▇▇ Energy Partners – Operating, L.P., a Delaware limited partnership (“HEP Operating”).
Each of HFRM and HEP Operating are individually referred to herein as a “Party” and collectively as the “Parties.”
WHEREAS, HFRM and HEP Operating are parties to that certain Eighth Amended and Restated Master Throughput Agreement, effective as of March 14, 2022 (as amended by the First Amendment, dated October 28, 2022, and as further amended from time to time, the “Agreement”); and
WHEREAS, the Parties desire to amend the Agreement to, among other things, add additional ▇▇▇▇▇▇▇▇ Assets (as defined in this Amendment) and the tariffs applicable thereto.
NOW, THEREFORE, in consideration of the covenants and obligations contained herein, the Parties hereby agree as follows:
ARTICLE 1
AMENDMENTS
1.1.Amendment to Table of Contents. The Table of Contents of the Agreement is hereby amended by adding “Exhibit R-4 – ▇▇▇▇▇▇▇▇ Refined Product Storage Tanks” to the end of the exhibit list.
1.2.Amendments to Exhibit A
a.Exhibit A of the Agreement is hereby amended by adding the following definitions:
““Boise Summer Grade Storage Tanks” has the meaning set forth in Exhibit R-4.”
““Denver Summer Grade Storage Tanks” has the meaning set forth in Exhibit R-4.”
““Kaneb Pipeline” has the meaning set forth in Exhibit R-1.”
““Parco Product Tanks” has the meaning set forth in Exhibit R-4.”
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““▇▇▇▇▇▇▇▇ Bairoil Pipeline” has the meaning set forth in Exhibit R-1.”
““▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Creek Pipeline” has the meaning set forth in Exhibit R-1.”
““▇▇▇▇▇▇▇▇ Refined Product Storage Tanks” means collectively, (a) the Boise Summer Grade Storage Tanks, (b) the Denver Summer Grade Storage Tanks and (c) the Parco Product Tanks.”
““▇▇▇▇▇▇▇▇ Salvation Pipeline” has the meaning set forth in Exhibit R-1.”
““▇▇▇▇▇▇▇▇ Sand Draw Pipeline” has the meaning set forth in Exhibit R-1.”
b.Exhibit A of the Agreement is hereby amended by amending and restating the definition of “▇▇▇▇▇▇▇▇ Assets” as follows:
““▇▇▇▇▇▇▇▇ Assets” means collectively, (a) the ▇▇▇▇▇▇▇▇ Pipelines, (b) the ▇▇▇▇▇▇▇▇ Refined Products Terminals, (c) the ▇▇▇▇▇▇▇▇ Crude Storage Tanks, (d) the ▇▇▇▇▇▇▇▇ Crude Offloading Racks and (e) the ▇▇▇▇▇▇▇▇ Refined Product Storage Tanks.”
c.Exhibit A of the Agreement is hereby amended by amending and restating the definition of “▇▇▇▇▇▇▇▇ Crude Oil Pipelines” as follows:
““▇▇▇▇▇▇▇▇ Crude Oil Pipelines” means collectively, (a) the ▇▇▇▇▇▇▇▇ Pathfinder and 10” Pipeline, (b) the ▇▇▇▇▇▇▇▇ Pathfinder Pumpover Pipeline, (c) the Sinclair Guernsey to Casper Pipeline, (d) the Sinclair Guernsey to Parco Refinery Pipeline, (e) the ▇▇▇▇▇▇▇▇ Bairoil Pipeline, (f) the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Creek Pipeline, (g) the ▇▇▇▇▇▇▇▇ Sand Draw Pipeline and (h) the ▇▇▇▇▇▇▇▇ Salvation Pipeline.”
d.Exhibit A of the Agreement is hereby amended by amending and restating the definition of “▇▇▇▇▇▇▇▇ Refined Products Pipelines” as follows:
““▇▇▇▇▇▇▇▇ Refined Products Pipelines” means, collectively, (a) the ▇▇▇▇▇▇▇▇ Medicine Bow Pipeline, (b) the ▇▇▇▇▇▇▇▇ Olathe Pipeline, (c) the Sinclair Montrose Pipeline (d) the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Connection Pipeline and (e) the Kaneb Pipeline.”
1.3.Amendments to Exhibit C.
a.The rows on Exhibit C of the Agreement relating to the ▇▇▇▇▇▇▇▇ Crude Oil Pipelines and the ▇▇▇▇▇▇▇▇ Refined Products Pipelines are hereby amended and restated in their entirety to read as set forth on Exhibit A of this Amendment.
b.Exhibit C of the Agreement is hereby amended to add the rows relating to the ▇▇▇▇▇▇▇▇ Refined Product Storage Tanks set on Exhibit A of this Amendment.
1.4.Amendment to Exhibit D. Exhibit D of the Agreement is hereby amended to add the rows relating to the ▇▇▇▇▇▇▇▇ Refined Product Storage Tanks set forth on Exhibit B of this Amendment.
1.5.Amendments to Exhibit R.
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a.The table on Exhibit R-1 of the Agreement is hereby amended and restated in its entirety to read as set forth on Exhibit C of this Amendment.
b.Exhibit R of the Agreement is hereby amended by adding Exhibit R-4 to the Agreement as set forth on Exhibit D of this Amendment.
ARTICLE 2
MISCELLANEOUS
2.1.Counterparts. This Amendment may be executed in counterparts each of which shall be deemed an original. An executed counterpart of this Amendment transmitted by facsimile shall be equally as effective as a manually executed counterpart.
2.2.Successors and Assigns. Section 13.2 of the Agreement is hereby incorporated by reference into this Section 2.2, mutatis mutandis.
2.3.Entire Agreement. The Agreement, as amended by this Amendment, contains the entire agreement between the Parties as to the subject matter of the Agreement and, except as provided for in this Amendment, the terms and provisions of the Agreement shall remain in full force and effect as originally written.
[Remainder of page intentionally left blank. Signature pages follow.]
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IN WITNESS WHEREOF, the undersigned Parties have executed this Amendment as of the date first written above to be effective as of the Second Amendment Effective Date.
HEP OPERATING:
▇▇▇▇▇ Energy Partners - Operating, L.P.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer and President
HFRM:
▇▇ ▇▇▇▇▇▇▇▇ Refining & Marketing LLC
By: /s/ ▇▇▇ ▇▇
Name: ▇▇▇ ▇▇
Title: President
[Signature Page to Second Amendment to Eighth Amended and Restated Master Throughput Agreement]
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Exhibit A
See attached.
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| Applicable Assets | Type of Applicable Asset | Product | Minimum Capacity Commitment (aggregate capacity unless otherwise noted) | Minimum Throughput Commitment (in the aggregate, on average, for each Contract Quarter) | Base Tariff (applicable to all movements below the Incentive Tariff Threshold) | Incentive Tariff Threshold (in the aggregate, on average, for each Contract Quarter) | Incentive Tariff (applicable to all movements at or above the Incentive Tariff Threshold) | Excess Tariff (applicable to all movements above the Excess Tariff Thresholds set forth below, if any) | Tariff Adjustment | Tariff Adjustment Minimum/Cap | Tariff Adjustment Commencement Date | Assumed OPEX | Applicable Term (all times are Dallas, TX time) | ||||||||||||||||||||||||||||
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| ▇▇▇▇▇▇▇▇ Crude Oil Pipelines | ▇▇▇▇▇▇▇▇ Pathfinder and 10” Pipeline | Crude Oil | 50,000 bpd | 50,000 bpd | $0.72/bbl | 55,000 bpd | $0.36/bbl | — | FERC Adjustment | Subject to 0% minimum | July 1, 2023 | — | 12:01 a.m. on March 14, 2022 to 12:01 a.m. on March 14, 2037 | ||||||||||||||||||||||||||||
| ▇▇▇▇▇▇▇▇ Pathfinder Pumpover Pipeline | Crude Oil | 35,000 bpd | 35,000 bpd | $0.15/bbl | N/A | N/A | — | FERC Adjustment | Subject to 0% minimum | July 1, 2023 | — | 12:01 a.m. on March 14, 2022 to 12:01 a.m. on March 14, 2037 | |||||||||||||||||||||||||||||
| Sinclair Guernsey to Casper Pipeline | Crude Oil | 18,000 bpd | 18,000 bpd | $0.85/bbl | 30,000 bpd | $0.43/bbl | — | FERC Adjustment | Subject to 0% minimum | July 1, 2023 | — | 12:01 a.m. on March 14, 2022 to 12:01 a.m. on March 14, 2037 | |||||||||||||||||||||||||||||
| Sinclair Guernsey to Parco Refinery Pipeline | Crude Oil | 6,500 bpd | 6,500 bpd | $1.57/bbl | 10,000 bpd | $0.79/bbl | — | FERC Adjustment | Subject to 0% minimum | July 1, 2023 | — | 12:01 a.m. on March 14, 2022 to 12:01 a.m. on March 14, 2037 | |||||||||||||||||||||||||||||
| ▇▇▇▇▇▇▇▇ Bairoil Pipeline | Crude Oil | N/A | N/A | $0.25 | N/A | N/A | — | FERC Adjustment | Subject to 0% minimum | July 1, 2023 | — | 12:01 a.m. on March 14, 2022 to 12:01 a.m. on March 14, 2037 | |||||||||||||||||||||||||||||
| ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Creek Pipeline | Crude Oil | N/A | N/A | $2.11 | N/A | N/A | — | FERC Adjustment | Subject to 0% minimum | July 1, 2023 | — | 12:01 a.m. on March 14, 2022 to 12:01 a.m. on March 14, 2037 | |||||||||||||||||||||||||||||
| ▇▇▇▇▇▇▇▇ Sand Draw Pipeline | Crude Oil | N/A | N/A | $1.17 | N/A | N/A | — | FERC Adjustment | Subject to 0% minimum | July 1, 2023 | — | 12:01 a.m. on March 14, 2022 to 12:01 a.m. on March 14, 2037 | |||||||||||||||||||||||||||||
| ▇▇▇▇▇▇▇▇ Salvation Pipeline | Intermediate Products Crude Oil | N/A | N/A | $1.44 | N/A | N/A | — | FERC Adjustment | Subject to 0% minimum | July 1, 2023 | — | 12:01 a.m. on March 14, 2022 to 12:01 a.m. on March 14, 2037 | |||||||||||||||||||||||||||||
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| ▇▇▇▇▇▇▇▇ Refined Products Pipelines | ▇▇▇▇▇▇▇▇ Medicine Bow Pipeline | Refined Products | 20,000 bpd | 20,000 bpd | $1.53/bbl | 20,000 bpd | $0.50/bbl | — | FERC Adjustment | Subject to 0% minimum | July 1, 2023 | — | 12:01 a.m. on March 14, 2022 to 12:01 a.m. on March 14, 2037 | ||||||||||||||||||||||||||||
| ▇▇▇▇▇▇▇▇ Olathe Pipeline | Refined Products | 3,750 bpd | 3,750 bpd | $0.95/bbl | N/A | N/A | — | FERC Adjustment | Subject to 0% minimum | July 1, 2023 | — | 12:01 a.m. on March 14, 2022 to 12:01 a.m. on March 14, 2037 | |||||||||||||||||||||||||||||
| Sinclair Montrose Pipeline | Refined Products | 3,000 bpd | 3,000 bpd | $1.55/bbl | N/A | N/A | — | FERC Adjustment | Subject to 0% minimum | July 1, 2023 | — | 12:01 a.m. on March 14, 2022 to 12:01 a.m. on March 14, 2037 | |||||||||||||||||||||||||||||
| ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Connection Pipeline | Refined Products | N/A | N/A | $125,000 per year lease | N/A | N/A | — | FERC Adjustment | Subject to 0% minimum | July 1, 2023 | — | 12:01 a.m. on March 14, 2022 to 12:01 a.m. on March 14, 2037 | |||||||||||||||||||||||||||||
| Kaneb Pipeline | Refined Products | N/A | N/A | $0.105 | N/A | N/A | — | FERC Adjustment | Subject to 0% minimum | July 1, 2023 | — | 12:01 a.m. on March 14, 2022 to 12:01 a.m. on March 14, 2037 | |||||||||||||||||||||||||||||
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| ▇▇▇▇▇▇▇▇ Refined Product Storage Tanks | Denver Summer Grade Storage Tanks | Refined Products | 300,000 bbl | 300,000 bbl | $0.75/bbl/mo | — | — | — | PPI Adjustment | Subject to 0% minimum | July 1, 2023 | — | 12:01 a.m. on March 14, 2022 to 12:01 a.m. on March 14, 2037 | ||||||||||||||||||||||||||||
| Parco Product Tanks | Refined Products | 300,000 bbl | 300,000 bbl | $0.75/bbl/mo | — | — | — | PPI Adjustment | Subject to 0% minimum | July 1, 2023 | — | 12:01 a.m. on March 14, 2022 to 12:01 a.m. on March 14, 2037 | |||||||||||||||||||||||||||||
| Boise Summer Grade Storage Tanks | Refined Products | 120,000 bbl | 120,000 bbl | $0.90/bbl/mo | — | — | — | PPI Adjustment | Subject to 0% minimum | July 1, 2023 | — | 12:01 a.m. on March 14, 2022 to 12:01 a.m. on March 14, 2037 | |||||||||||||||||||||||||||||
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Exhibit B
| Applicable Asset | Type of Applicable Asset | Measurement of Volumes | ||||||
| ▇▇▇▇▇▇▇▇ Refined Product Storage Tanks | Tankage | Average of the daily working capacity inventory volumes each month for specified Refined Products. HEP Operating shall track inventory levels separate from normal terminal throughput. | ||||||
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Exhibit C
| Pipeline | Origin and Destination | Miles of Pipeline | Diameter (inches) | Capacity (Bpd) | ||||||||||
| ▇▇▇▇▇▇▇▇ Pathfinder and 10” Pipeline | Casper, WY to ▇▇▇▇▇▇▇▇, WY | 16” - 102 miles 10” – 102 miles | 16 and 1” | 16” – 55,000 10” – 45,500 | ||||||||||
| Sinclair Pathfinder Pumpover Pipeline | Within Casper, WY | N/A | N/A | N/A | ||||||||||
| Sinclair Guernsey to Casper Pipeline | Guernsey, WY to Casper, WY | 115 miles | 10 | 53,000 | ||||||||||
| Sinclair Guernsey to Parco Refinery Pipeline | Guernsey, WY to ▇▇▇▇▇▇▇▇, WY | 218 miles | 10 | 45,500 | ||||||||||
| ▇▇▇▇▇▇▇▇ Medicine Bow Pipeline | ▇▇▇▇▇▇▇▇, WY to Denver, CO | 204 miles | 6 and 10 | 28,000 | ||||||||||
| ▇▇▇▇▇▇▇▇ Olathe Pipeline | Olathe, KS to Carrolton, MO | 82 miles | 8 | 15,000 | ||||||||||
| Sinclair Montrose Pipeline | Carrollton, MO to Montrose, IA | 142 miles | 8 | 11,000 | ||||||||||
| ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Connection Pipeline | Aurora, CO to Denver, CO | 15 miles | 10 | 29,000 | ||||||||||
| ▇▇▇▇▇▇▇▇ Bairoil Pipeline | Bairoil Station to ▇▇▇▇▇▇▇▇, WY | 41 miles | 8 | 14,500 | ||||||||||
| ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Creek Pipeline | Beaver Creek Station to Sand Draw Station | 9 miles | 4 | 7,000 | ||||||||||
| ▇▇▇▇▇▇▇▇ Sand Draw Pipeline | Sand Draw Station to Bairoil Station | 61 miles | 8 | 15,500 | ||||||||||
| Sinclair Salvation Pipeline | Casper, WY to ▇▇▇▇▇▇▇▇, WY; or ▇▇▇▇▇▇▇▇, WY to Casper, WY | 114 miles | 8 and 12 | 20,500 pumping south, or 17,500 pumping north | ||||||||||
| Kaneb Pipeline | Magellan Dupont Station to Denver Terminal | 3 miles | 8 | 21,500 | ||||||||||
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Exhibit D
See attached.
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Exhibit R-4
to
Eighth Amended and Restated
▇▇▇▇▇▇▇▇ Refined Product Storage Tanks
1.▇▇▇▇▇▇▇▇ Refined Product Storage Tanks
| ▇▇▇▇▇▇▇▇ Refined Product Storage Tanks | Location | Storage Working Capacity (bbls) | Number of Tanks | ||||||||
| Denver Summer Grade Storage Tanks | Denver Terminal | 396,000 | 4 | ||||||||
| Parco Product Tanks | Rawlins, WY | 375,000 | 4 | ||||||||
| Boise Summer Grade Storage Tanks | Boise Terminal | 167,000 | 4 | ||||||||
2.Special Provisions
(a) Notwithstanding anything to the contrary in this Agreement, HEP Operating does not commit to provide dedicated tankage for summer grade gasoline to HFRM, and HFRM acknowledges that summer grade gasoline stored pursuant to this Agreement may be commingled with other like grades, provided, however, that HEP Operating agrees to separate gasoline grades with different seasonal specifications in order to avoid contamination.
(b) HEP Operating agrees to track inventory volume separate for seasonal storage of Refined Products to enable accurate billing for the Minimum Throughput Commitment.
(c) HEP Operating and HFRM acknowledge and agree that the Parties may store Refined Products other than summer grade gasoline in the ▇▇▇▇▇▇▇▇ Refined Product Storage Tanks, as the Parties may mutually determine from time to time.
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