EX-10.14 2 hfsex1014secondamendmentto.htm EX-10.14
Exhibit 10.14
Execution Version
SECOND AMENDMENT
TO EIGHTH AMENDED AND RESTATED
MASTER THROUGHPUT AGREEMENT
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.HF Sinclair Refining & Marketing LLC, a Delaware limited liability company (“HFRM”), and
2.Holly 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 Sinclair 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 – Sinclair 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.”
““Sinclair Bairoil Pipeline” has the meaning set forth in Exhibit R-1.”
““Sinclair Beaver Creek Pipeline” has the meaning set forth in Exhibit R-1.”

DB1/ 134511859.4

““Sinclair 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.”
““Sinclair Salvation Pipeline” has the meaning set forth in Exhibit R-1.”
““Sinclair 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 “Sinclair Assets” as follows:
““Sinclair Assets” means collectively, (a) the Sinclair Pipelines, (b) the Sinclair Refined Products Terminals, (c) the Sinclair Crude Storage Tanks, (d) the Sinclair Crude Offloading Racks and (e) the Sinclair Refined Product Storage Tanks.”
c.Exhibit A of the Agreement is hereby amended by amending and restating the definition of “Sinclair Crude Oil Pipelines” as follows:
““Sinclair Crude Oil Pipelines” means collectively, (a) the Sinclair Pathfinder and 10” Pipeline, (b) the Sinclair Pathfinder Pumpover Pipeline, (c) the Sinclair Guernsey to Casper Pipeline, (d) the Sinclair Guernsey to Parco Refinery Pipeline, (e) the Sinclair Bairoil Pipeline, (f) the Sinclair Beaver Creek Pipeline, (g) the Sinclair Sand Draw Pipeline and (h) the Sinclair Salvation Pipeline.”
d.Exhibit A of the Agreement is hereby amended by amending and restating the definition of “Sinclair Refined Products Pipelines” as follows:
““Sinclair Refined Products Pipelines” means, collectively, (a) the Sinclair Medicine Bow Pipeline, (b) the Sinclair Olathe Pipeline, (c) the Sinclair Montrose Pipeline (d) the Sinclair Chase 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 Sinclair Crude Oil Pipelines and the Sinclair 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 Sinclair 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 Sinclair Refined Product Storage Tanks set forth on Exhibit B of this Amendment.
1.5.Amendments to Exhibit R.
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.
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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: |
|  | Holly Energy Partners - Operating, L.P.
|  | By: /s/ Michael C. Jennings |
|  | Name: Michael C. Jennings |
|  | Title: Chief Executive Officer and President
|  | HFRM: |  |
|  | HF Sinclair Refining & Marketing LLC
|  | By: /s/ Tim Go |
|  | Name: Tim Go |
|  | Title: President |

[Signature Page to Second Amendment to Eighth Amended and Restated Master Throughput Agreement]

DB1/ 134511859.4

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)
Sinclair Crude Oil Pipelines | Sinclair Pathfinder and 10” Pipeline | Crude Oil | 50,000 bpd | 50,000 bpd | $0.72/bbl | 55,000 bpd | $0.36/bbl | — | FERC Adjustment | Subject to 0% minimum | July 1, 2023 | — | 12:01 a.m. on March 14, 2022 to 12:01 a.m. on March 14, 2037
Sinclair Pathfinder Pumpover Pipeline | Crude Oil | 35,000 bpd | 35,000 bpd | $0.15/bbl | N/A | N/A | — | FERC Adjustment | Subject to 0% minimum | July 1, 2023 | — | 12:01 a.m. on March 14, 2022 to 12:01 a.m. on March 14, 2037
Sinclair Guernsey to Casper Pipeline | Crude Oil | 18,000 bpd | 18,000 bpd | $0.85/bbl | 30,000 bpd | $0.43/bbl | — | FERC Adjustment | Subject to 0% minimum | July 1, 2023 | — | 12:01 a.m. on March 14, 2022 to 12:01 a.m. on March 14, 2037
Sinclair Guernsey to 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
Sinclair 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
Sinclair Beaver 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
Sinclair 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
Sinclair 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

DB1/ 134511859.4

Applicable Assets | Type of Applicable Asset | Product | Minimum Capacity Commitment (aggregate capacity unless otherwise noted) | Minimum Throughput Commitment (in the aggregate, on average, for each Contract Quarter) | Base Tariff (applicable to all movements below the Incentive Tariff Threshold) | Incentive Tariff Threshold (in the aggregate, on average, for each Contract Quarter) | Incentive Tariff (applicable to all movements at or above the Incentive Tariff Threshold) | Excess Tariff (applicable to all movements above the Excess Tariff Thresholds set forth below, if any) | Tariff Adjustment | Tariff Adjustment Minimum/Cap | Tariff Adjustment Commencement Date | Assumed OPEX | Applicable Term (all times are Dallas, TX time)
Sinclair Refined Products Pipelines | Sinclair Medicine Bow Pipeline | Refined Products | 20,000 bpd | 20,000 bpd | $1.53/bbl | 20,000 bpd | $0.50/bbl | — | FERC Adjustment | Subject to 0% minimum | July 1, 2023 | — | 12:01 a.m. on March 14, 2022 to 12:01 a.m. on March 14, 2037
Sinclair Olathe Pipeline | Refined Products | 3,750 bpd | 3,750 bpd | $0.95/bbl | N/A | N/A | — | FERC Adjustment | Subject to 0% minimum | July 1, 2023 | — | 12:01 a.m. on March 14, 2022 to 12:01 a.m. on March 14, 2037
Sinclair Montrose Pipeline | Refined Products | 3,000 bpd | 3,000 bpd | $1.55/bbl | N/A | N/A | — | FERC Adjustment | Subject to 0% minimum | July 1, 2023 | — | 12:01 a.m. on March 14, 2022 to 12:01 a.m. on March 14, 2037
Sinclair Chase Connection Pipeline | Refined Products | N/A | N/A | $125,000 per year lease | N/A | N/A | — | FERC Adjustment | Subject to 0% minimum | July 1, 2023 | — | 12:01 a.m. on March 14, 2022 to 12:01 a.m. on March 14, 2037
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
Sinclair 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
Sinclair 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.

DB1/ 134511859.4

Exhibit C

Pipeline | Origin and Destination | Miles of Pipeline | Diameter (inches) | Capacity (Bpd)
Sinclair Pathfinder and 10” Pipeline | Casper, WY to Sinclair, WY | 16” - 102 miles 10” – 102 miles | 16 and 1” | 16” – 55,000 10” – 45,500
Sinclair Pathfinder Pumpover Pipeline | Within Casper, WY | N/A | N/A | N/A
Sinclair Guernsey to Casper Pipeline | Guernsey, WY to Casper, WY | 115 miles | 10 | 53,000
Sinclair Guernsey to Parco Refinery Pipeline | Guernsey, WY to Sinclair, WY | 218 miles | 10 | 45,500
Sinclair Medicine Bow Pipeline | Sinclair, WY to Denver, CO | 204 miles | 6 and 10 | 28,000
Sinclair Olathe Pipeline | Olathe, KS to Carrolton, MO | 82 miles | 8 | 15,000
Sinclair Montrose Pipeline | Carrollton, MO to Montrose, IA | 142 miles | 8 | 11,000
Sinclair Chase Connection Pipeline | Aurora, CO to Denver, CO | 15 miles | 10 | 29,000
Sinclair Bairoil Pipeline | Bairoil Station to Sinclair, WY | 41 miles | 8 | 14,500
Sinclair Beaver Creek Pipeline | Beaver Creek Station to Sand Draw Station | 9 miles | 4 | 7,000
Sinclair Sand Draw Pipeline | Sand Draw Station to Bairoil Station | 61 miles | 8 | 15,500
Sinclair Salvation Pipeline | Casper, WY to Sinclair, WY; or Sinclair, 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

DB1/ 134511859.4

Exhibit D
See attached.
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Exhibit R-4
to
Eighth Amended and Restated
Master Throughput Agreement

Sinclair Refined Product Storage Tanks
1.Sinclair Refined Product Storage Tanks

Sinclair 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 Sinclair Refined Product Storage Tanks, as the Parties may mutually determine from time to time.
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