HEP Ex 10.42 12-31-2013 10K




Exhibit 10.42


FIRST AMENDMENT 
TO 
AMENDED AND RESTATED 
REFINED PRODUCT PIPELINES AND TERMINALS AGREEMENT


THIS FIRST AMENDMENT TO AMENDED AND RESTATED REFINED PRODUCT PIPELINES AND TERMINALS AGREEMENT (this “Amendment”) is entered into as of November 7, 2013, to be effective as of September 30, 2013 (the “Effective Date”), by and among HollyFrontier Refining & Marketing LLC, a Delaware limited liability company (formerly Holly Refining & Marketing Company LLC) (“HFRM”), Holly Energy Partners – Operating, L.P., a Delaware limited partnership (the “Operating Partnership”), HEP Pipeline Assets, Limited Partnership, a Delaware limited partnership (“HEP Pipeline Assets”), HEP Pipeline, L.L.C., a Delaware limited liability company (“HEP Pipeline”), HEP Refining Assets, L.P., a Delaware limited partnership (“HEP Refining Assets”), HEP Refining, L.L.C., a Delaware limited liability company (“HEP Refining”), HEP Mountain Home, L.L.C., a Delaware limited liability company (“HEP Mountain Home”) and HEP Woods Cross, L.L.C., a Delaware limited liability company (“HEP Woods Cross” and, together with the Operating Partnership, HEP Pipeline Assets, HEP Pipeline, HEP Refining Assets, HEP Refining and HEP Mountain Home, the “Partnership Entities”).  HFRM and each of the Partnership Entities are individually referred to herein as a “Party” and collectively as the “Parties”.  


RECITALS:


On or about December 1, 2009, Navajo Refining Company, L.L.C., a Delaware limited liability company (formerly Navajo Refining Company, L.P.)  (“Navajo Refining”), Holly Refining & Marketing Company – Woods Cross, a Delaware corporation (formerly Holly Refining & Marketing Company) (“Holly Refining – Woods Cross” and, together with Navajo Refining, the “Holly Entities”), and the Partnership Entities entered into that certain Amended and Restated Refined Product Pipelines and Terminals Agreement  (the “Agreement”) which amended and restated in its entirety the Pipelines and Terminals Agreement dated July 13, 2004 (the “Original Pipelines and Terminals Agreement”), among Holly Corporation, a Delaware corporation, Navajo Refining, Holly Refining – Woods Cross, Holly Energy Partners, L.P., a Delaware limited partnership, the Operating Partnership, HEP Logistics Holdings, L.P., a Delaware limited partnership, Holly Logistic Services, L.L.C., a Delaware limited liability company, and HEP Logistics GP, L.L.C., a Delaware limited liability company, pursuant to which the Holly Entities committed to provide certain refined product pipeline services and refined product terminalling services to the Partnership Entities, as more fully set forth in such Agreement.  Effective as of January 1, 2011, each of the Holly Entities assigned all of its right, title and interest in and to the Agreement to HFRM.  Capitalized terms not otherwise defined in this Amendment shall have the meaning ascribed to such terms in the Agreement.


HFRM and the Partnership Entities desire to amend the Agreement to account for the disposition by HEP Woods Cross of its fifty percent undivided interest in certain terminal assets and other related assets located in or near Boise, Idaho and Burley, Idaho.


Amendment:
 
NOW, THEREFORE, in consideration of the agreements and covenants set forth in this Amendment, and for other good and valuable consideration, the receipt, adequacy, and legal sufficiency of which are hereby acknowledged, the Parties hereby amend the Agreement as follows:

1






1.Amendment to Refined Product Terminals Exhibit.  The Agreement is hereby amended by deleting any and all references to Boise, Idaho and Burley, Idaho on Exhibit B thereto, such that Exhibit B to the Agreement shall hereafter read as set forth on a new Exhibit B-1 attached to this Amendment as Appendix A. 
   
2.Amendment to Schedule of Additive Fees.  The Agreement is hereby amended by deleting any and all references to the Boise Terminal and Burley Terminal on Exhibit C-1 thereto, such that Exhibit C-1 to the Agreement shall hereafter read as set forth on a new Exhibit C-2 attached to this Amendment as Appendix B. 


3.General Provisions.  To the extent of any conflict between the provisions of this Amendment and the provisions of the Agreement, the provisions of this Amendment shall control.  Except as set forth in this Amendment, the parties ratify and affirm the Agreement (as may have been previously amended) in its entirety, and the Agreement shall remain in full force and effect.  This Amendment shall inure to the benefit of, and be binding on, the parties hereto and their respective successors and assigns.  This Amendment may be executed in any number of duplicate originals or counterparts, each of which when so executed shall constitute in the aggregate but one and the same document.


(Remainder of page intentionally left blank; signature page follows)















2




IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the respective dates set forth below, to be effective as of the Effective Date.
    
	
			
	 
	 
	HollyFrontier Refining & Marketing LLC




By:/s/ Michael C. Jennings      
Name: Michael C. Jennings
Title: Chief Executive Officer and President



	 
	 
	Holly Energy Partners – Operating, L.P.
HEP Refining, L.L.C. 




By:/s/ Bruce R. Shaw         
Name:  Bruce R. Shaw
Title: President   


HEP Pipeline Assets, Limited Partnership 


By:  HEP Pipeline GP, L.L.C., its general partner




By:/s/ Bruce R. Shaw         
Name:  Bruce R. Shaw
Title: President   


HEP Refining Assets, L.P. 


By:  HEP Refining GP, L.L.C., its general partner


By:/s/ Bruce R. Shaw         
Name:  Bruce R. Shaw
Title: President   


HEP Mountain Home, L.L.C. 
HEP Woods Cross, L.L.C. 
HEP Pipeline, L.L.C.
 
By:  Holly Energy Partners – Operating, L.P., its sole member




By:/s/ Bruce R. Shaw         
Name:  Bruce R. Shaw
Title: President

	 
	 
	 











Signature Page to First Amendment to
Amended and Restated Refined Products Pipelines and Terminals Agreement




APPENDIX A
TO
AMENDMENT


Exhibit B-1 – Refined Product Terminals


(see attached)









Appendix A to First Amendment to
Amended and Restated Refined Products Pipelines and Terminals Agreement




EXHIBIT B-1
REFINED PRODUCT TERMINALS


	
					
	Terminal Location
	Storage Capacity (barrels)
	Number of Tanks
	Supply Source
	Mode of Delivery

	 
	 
	 
	 
	 

	El Paso, TX
	662,000
	20
	Pipeline/rail
	Truck/Pipeline

	Moriarty, NM
	189,000
	9
	Pipeline
	Truck

	Bloomfield, NM
	193,000
	7
	Pipeline
	Truck

	Tucson, AZ(1) 
	176,000
	9
	Pipeline
	Truck

	Mountain Home, ID(2)
	120,000
	3
	Pipeline
	Pipeline

	Spokane, WA
	333,000
	32
	Pipeline/rail
	Truck

	Artesia facility truck rack
	N/A
	N/A
	Refinery
	Truck

	Woods Cross facilities
	N/A
	N/A
	Refinery
	Truck/Pipeline

	Total
	1,673,000
	 
	 
	 

	 
	 
	 
	 
	 

	(1)    The underlying ground at the Tucson terminal is leased.
	 
	 

	(2)    Handles only jet fuel.
	 
	 
	 
	 





















APPENDIX B
TO
AMENDMENT


Exhibit C-2 – Schedule of Additive Fees


(see attached)







Appendix B to First Amendment to
Amended and Restated Refined Products Pipelines and Terminals Agreement




EXHIBIT C-2
SCHEDULE OF ADDITIVE FEES


	
									
	Terminal Name
	 
	Red Dye Additive Inj Fee? 
(per bbl)
	Gasoline Additive Inj Fee? 
(per bbl)
	Lubricity Additive Inj Fee? 
(per bbl)
	Ethanol Injection Fee?
	HOC Supplies Red Dye
	HOC Supplies Gasoline Additive
	HOC Supplies Lubricity Additive

	El Paso Terminal
	NRC-shipper
	No
	No
	$0.1470
	No
	Yes
	Yes
	No

	Artesia Rack
	NRC-shipper
	$0.2100
	No
	No
	No
	No
	Yes
	Yes

	Tucson Terminal
	NRC-shipper
	$0.0290
	$0.0408
	$0.1470
	$0.0408
	No
	Yes
	No

	Moriarty Terminal
	NRC-shipper
	No
	No
	$0.0504
	No
	Yes
	Yes
	Yes

	Bloomfield Terminal
	NRC-shipper
	No
	No
	$0.0504
	No
	Yes
	Yes
	Yes

	Spokane Terminal
	HRM-shipper
	$0.0261
	$0.0356
	$0.1470
	No
	No
	No
	No

	Woods Cross Terminal
	HRM-shipper
	$0.0504
	No
	$0.0504
	No
	Yes
	No
	No