Document

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.

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.]

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.

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

$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

$0.15/bbl

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

$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

$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

$0.25

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

$2.11

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

$1.17

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

$1.44

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

$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

$0.95/bbl

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

$1.55/bbl

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

$125,000 per year lease

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

$0.105

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

$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

$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

$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

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

Sinclair Guernsey to Casper Pipeline

Guernsey, WY to Casper, WY

115 miles

53,000

Sinclair Guernsey to Parco Refinery Pipeline

Guernsey, WY to Sinclair, WY

218 miles

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

15,000

Sinclair Montrose Pipeline

Carrollton, MO to Montrose, IA

142 miles

11,000

Sinclair Chase Connection Pipeline

Aurora, CO to Denver, CO

15 miles

29,000

Sinclair Bairoil Pipeline

Bairoil Station to Sinclair, WY

41 miles

14,500

Sinclair Beaver Creek Pipeline

Beaver Creek Station to Sand Draw Station

9 miles

7,000

Sinclair Sand Draw Pipeline

Sand Draw Station to Bairoil Station

61 miles

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

21,500


DB1/ 134511859.4

Exhibit D

See attached.

Exhibit R-4

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.