HECO Exhibit 10.4


 


SECOND
AMENDMENT TO


LOW
SULFUR FUEL OIL SUPPLY CONTRACT


BY
AND BETWEEN


BHP
PETROLEUM AMERICAS REFINING INC. (nka, TESORO HAWAII CORPORATION)


AND


HAWAIIAN
ELECTRIC COMPANY, INC.


 


This Second Amendment is
entered into as of May 5, 2010 between Tesoro Hawaii Corporation (f/k/a
BHP Petroleum Americas Refining Inc.), a Hawaii corporation (“SELLER”) and
Hawaiian Electric Company, Inc., a Hawaii corporation (“BUYER”).  This Second Amendment shall become effective
as provided in section 8 below.


 


WHEREAS, SELLER and BUYER
entered into that certain Low Sulfur Fuel Oil Supply Contract on November 14,
1997 (“Contract”), which was amended by that certain First Amendment to the
Contract, dated March 29, 2004 (“First Amendment”); and


 


WHEREAS, the First Amendment
changed the name of SELLER from BHP Petroleum Americas Refining Inc. to Tesoro
Hawaii Corporation, and extended the term of the Contract for an additional
ten-year period; and


 


WHEREAS, the parties
mutually desire to further amend the Contract and seek approval from the Public
Utilities Commission of the State of Hawaii for the same as provided herein;


 


NOW THEREFORE, the parties
agree as follows:


 


1.             Article I of the Contract (“Definitions”) is hereby
further amended by amending the definition of “Original Term” in its entirety
to read as follows:


 


22.  “Original Term” means the first term of this
Contract, which commenced January 1, 1998 and concludes April 30,
2013.


 


2.             Article III of the Contract (“Term”) is hereby
further amended in its entirety to read as follows:


 


The Original Term of this
Contract shall be from January 1, 1998 through April 30, 2013, and
shall continue for Additional Terms, unless BUYER or SELLER gives written
notice of termination at least one hundred twenty (120) Days prior to the
beginning of an Additional Term.


 

















 


3.             Article V (“Quantity”), Section 5.1 (“Quantity”)
of the Contract, as amended by the First Amendment, is hereby replaced in its
entirety with the following:


 


TIER 1


 


During each Year that this
Contract is in effect, SELLER shall sell and Deliver to BUYER, and BUYER shall
purchase and receive from SELLER, Product at a reasonably uniform rate during
each Month.


 


Annual
Average Daily Rate in Physical Barrels Per Day:


 


	
   

  	
   

  	
  Tier
  1

  	
   

  
	
  Year

  	
   

  	
  Minimum

  	
   

  	
  Maximum

  	
   

  
	
  2010

  	
   

  	
  [    ]

  	
   

  	
  [    ]

  	
   

  
	
  2011

  	
   

  	
  [    ]

  	
   

  	
  [    ]

  	
   

  
	
  2012

  	
   

  	
  [    ]

  	
   

  	
  [    ]

  	
   

  
	
  2013

  	
   

  	
  [    ]

  	
   

  	
  [    ]

  	
   

  



 


Tier 1 volumes shall become
effective beginning ninety (90) days after the Effective Date of this Second
Amendment (as defined in section 8 below). 
Until then, the minimum and maximum annual average daily rates as set
forth in the Contract, as amended by the First Amendment, shall continue to
apply.


 


The minimum annual volume of
Product to be sold and Delivered by SELLER and Nominated, purchased and
received by BUYER under this Contract during each of Years 2010 and through April 2013
is the number of barrels in the following table.  The maximum annual volume of Product to be
sold and Delivered by SELLER and Nominated, purchased and received by BUYER
under this Contract during each of Years 2010-through April 2013 is listed
in the following table.


 


	
   

  	
   

  	
  Tier
  1

  	
   

  
	
  Year

  	
   

  	
  Minimum

  	
   

  	
  Maximum

  	
   

  
	
  2010

  	
   

  	
  **

  	
   

  	
  **

  	
   

  
	
  2011

  	
   

  	
  [    ]

  	
   

  	
  [    ]

  	
   

  
	
  2012

  	
   

  	
  [    ]

  	
   

  	
  [    ]

  	
   

  
	
  2013

  	
   

  	
  [    ]

  	
   

  	
  [    ]

  	
   

  



 






**Annual Volumes for Tier 1,
2010 are determined by the following formulas:


·                  Minimum = 

# days in 2010 prior to (Effective Date plus 90 days) x
[      ] Barrels Per Day + # of days during
(Effective Date plus 90 days) through December 31, 2010 x
[      ] Barrels Per Day


 


2

















 


·                  Maximum = 

# days in 2010 prior to (Effective Date plus 90 days) x
[      ] Barrels Per Day + # of days during
(Effective Date plus 90 days) through December 31, 2010 x
[      ] Barrels Per Day.


 


The minimum and maximum Tier
1 annual volumes of Product to be sold and Delivered by SELLER and to be
Nominated, purchased and received by BUYER during each Year of any Additional
Term shall be determined by multiplying the Days of that Year by the Tier 1
annual average daily rate indicated for 2013, unless otherwise mutually agreed.


 


Except as otherwise
expressly provided herein, during each of the Years 2010 and 2011, the Tier 1
Minimum and Maximum volumes sold, Delivered, purchased and received during each
Month shall be determined by multiplying the Days of that Month by
[      ] barrels per Day and
[      ] barrels per Day, respectively; during
the Year 2012, the Tier 1 Minimum and Maximum volumes sold, Delivered,
purchased and received during each Month shall be determined by multiplying the
Days of that Month by [      ] barrels per Day
and [      ] barrels per Day, respectively, and
during the Year 2013, the Tier 1 Minimum and Maximum volumes sold, Delivered,
purchased and received during each Month shall be determined by multiplying the
Days of that Month by [      ] barrels per Day
and [      ] barrels per Day, respectively.


 


TIER 2


 


Volumes in excess of the
Maximum Monthly Tier 1 Daily Rate, up to the maximum amounts stated below, are
referred to herein as “Tier 2” volumes. 
BUYER may request that SELLER provide Tier 2 volumes of Product within a
range as shown in the following table unless mutually agreed otherwise.  SELLER agrees to make reasonable commercial
efforts to supply BUYER with Tier 2 volumes of Product.


 


BUYER may request from
SELLER any additional volumes over the maximum volumes listed under Tier
2.  SELLER will promptly make reasonable
commercial efforts to supply additional LSFO volumes above the maximum Tier 2
volumes listed below.  Price for volumes
in excess of Tier 2 maximum volumes will be according to Article VI (“Price”),
Section 6.1 (“Determination of 
Product Price”) for Tier 2 Pricing.


 


3

















 


Physical
Barrels Per Nomination:


 


	
   

  	
   

  	
  Tier
  2

  	
   

  
	
  Year

  	
   

  	
  Minimum

  	
   

  	
  Maximum

  	
   

  
	
  2010

  	
   

  	
  [    ]

  	
   

  	
  [    ]

  	
   

  
	
  2011

  	
   

  	
  [    ]

  	
   

  	
  [    ]

  	
   

  
	
  2012

  	
   

  	
  [    ]

  	
   

  	
  [    ]

  	
   

  
	
  2013

  	
   

  	
  [    ]

  	
   

  	
  [    ]

  	
   

  



 






*** = number of days in
Month x Tier 1 maximum volume for appropriate year.


 


Subject to availability,
SELLER may sell and Deliver and BUYER may purchase and receive Tier 2 volumes
as mutually agreed with the price determined in accordance with Article VI
(“Price”), Section 6.1 (“Determination of Product Price”) of the Contract.


 


4.             Article VI (“Price”), Section 6.1 (“Determination
of Product Price”) of the Contract, as amended by the First Amendment, is
hereby replaced in its entirety with the following:


 


A.            Tier 1 Pricing.  The price in USD per barrel of Product
Delivered to meet the Nominated commitment of a Month within the range defined
by “Tier 1 Minimum” and “Tier 1 Maximum” in Article V (“Quantity”), Section 5.1
(“Quantity”) shall be determined Monthly according to the following price
formula:


 


P1 =
[      ]


 


P1 =
[      ]


 


[      ]


 


[      ]


 


4

















 


[      ]


 


[      ]


 


[      ]


 


[      ]


 


[      ]


 


[      ]


 


[      ]


 


[      ]


 


[      ]


 


[      ]


 


5

















 


[      ]


 


[      ]


 


Exhibit B (“Illustrative
Schedule of Prices for Tier 1”) is hereby replaced in its entirety by Exhibit B-1
attached hereto, which is an illustrative application of Tier 1 pricing.  In the event of any conflict between Exhibit B-1
and the text of this Second Amendment, the text of this Second Amendment shall
prevail and control.


 


B.                                     Tier 2 Pricing.  The price in USD per barrel of Product
Delivered for Tier 2 volumes shall be determined according to the following
price formula:


 


P2 =  [      ]


 


P2 = Product price in USD
per barrel for the Delivery of Tier 2 Volumes.


 


[      ]


 


[      ]


 


6

















 


5.             Article VII (“Delivery”), Section 7.1 (“Notification
and Product Delivery”) of the Contract, as amended by the First Amendment, is
hereby replaced in its entirety with the following:


 


A.            Tier 1 Nomination.  Subject to the “Tier 1” minimum and maximum
amounts specified in Section 5.1, BUYER will provide SELLER written notice
of the Nominated rate of Delivery for each Month sixty (60) Days prior to the
first Day of said Month.


 


No later than ten (10) Days
prior to the beginning of each Month, SELLER shall provide BUYER a proposed
schedule of Pipeline Deliveries and Marine Deliveries (“Delivery Schedule”) to
be made by SELLER for the following two Months. 
The proposed Delivery Schedule shall specify the type of Delivery,
Pipeline Delivery or Marine Delivery, approximate quantity, the approximate
date and a characterization of the approximate viscosity, either low (100 - 200
SSU at 210 DF), medium (201 - 350 SSU at 210 DF), or high (350 - 450 SSU at 210
DF), for each individual Delivery.  BUYER
shall notify SELLER of its acceptance or rejection of the proposed Delivery
Schedule within three (3) business days of its receipt, such notice to
include the cause or reasons for BUYER’s rejection.  BUYER may reject the proposed Delivery
Schedule because the proposed date or volume of an individual Delivery is
inconsistent with the limits on Product Delivery ratability specified in this Article VII.  If BUYER rejects the proposed Delivery
Schedule because the necessary space in BUYER’s storage tanks at BUYER’s BPTF
is unavailable or as a result of some other similar operational consideration,
BUYER shall make reasonable efforts to rearrange other schedules to provide
SELLER a satisfactory alternate Delivery date or alternate Delivery volume.  In this and all such similar efforts, SELLER
and BUYER shall make reasonable efforts to coordinate their individual Pipeline
Deliveries and Marine Deliveries into and out of BUYER’s BPTF to minimize
operational difficulties and costs.


 


SELLER shall notify BUYER of
a change in the proposed Delivery Schedule due to any of the following causes with
respect to any Delivery when it shall become known to SELLER:


 


a)             A change in the previously advised volume of a Pipeline
Delivery, if such change is in excess of 10,000 barrels or a change in the
previously advised volume of-a Marine Delivery, if such change is in excess of
20,000 barrels.


 


b)            A change in the date of a Delivery, if such change is
more than 2 Days earlier or later than the previously advised date; or


 


c)             A change in the previously advised viscosity
characterization of a Delivery.


 


B.            Tier 2 Nomination.  Subject to the “Tier 2” amounts specified in Section 5.1,
BUYER will provide SELLER with a notice requesting that SELLER provide such
additional supply.  Such notice shall
state the quantity of Product requested by BUYER


 


7

















 


and the date by which BUYER
is requesting delivery (“Requested Delivery Date”).  Such notice shall be delivered to SELLER no
later than ninety (90) days prior to the Requested Delivery Date.


 


SELLER shall promptly make
reasonable commercial efforts to secure a supply of Tier 2 volumes meeting the
terms of the notice.  SELLER will provide
BUYER with a proposal to provide such supply as soon as reasonably possible, but
no later than 75 days prior to the Requested Delivery Date.  Such proposal may propose providing all or
part of such supply from SELLER’s refinery production, by imports or by some
combination of the two, provided that SELLER will not propose providing supply
from both its refinery production and from imports if the cost of such combined
supply would exceed the cost of supplying such quantity solely by imports.  To the extent that all or part of the supply
will be provided by imports, SELLER shall make reasonable commercial efforts to
obtain the most favorable terms then available, in the best judgment of SELLER’s
personnel working to obtain such supply.


 


SELLER’s proposal shall
state the price for such incremental deliveries, consistent with the terms set
forth in Article VI (“Price”), Section 6.1 (“Determination of Product
Price”), B. (“Tier 2 Pricing”), the proposed quantity to be delivered, the
method of delivery, and the anticipated date of delivery.  BUYER shall have 48 hours to respond to
SELLER’s proposal and either accept or reject the terms, provided that if the
end of such 48 hour period is not within a normal business day, BUYER shall
have until 9:00 am Hawaii Standard Time on the first succeeding business day to
respond to such proposal.  If BUYER
accepts such proposal, then SELLER shall provide supply in accordance with such
terms.  If BUYER rejects such proposal or
fails to timely respond to, accept or reject such proposal, then SELLER shall
not provide such incremental supply.


 


6.             The parties agree that this Second Amendment is subject
to and conditioned upon approval by the Public Utilities Commission of the
State of Hawaii (“Commission”) as follows:


 


BUYER will file an
application (“Application”) with the Commission requesting approval of this
Second Amendment following its execution. 
This Second Amendment is contingent upon the issuance of a decision and
order by the Commission that (a) approves this Second Amendment and its
pricing and terms and conditions, (b) is final and reasonable, both as
determined in BUYER’s sole discretion; and (c) allows BUYER to include the
costs incurred by BUYER pursuant to this Second Amendment in its revenue
requirements for ratemaking purposes and for the purposes of determining the
reasonableness of BUYER’s rates and/or for cost recovery above those costs
included in base rate through BUYER’s Energy Cost Adjustment Clause.  A decision and order by the Commission
satisfying these conditions is hereinafter referred to as the “Commission
Approval Order.”


 


Without limiting the
foregoing, SELLER accepts that a Commission decision and order may not be
deemed to be final and/or reasonable to BUYER if (a) it is not an 


 


8

















 


unconditional approval; (b) it
denies or defers ruling on any part of Buyer’s Application or (c) BUYER is
not satisfied that the decision and order will not be appealed.


 


Within 15 days of BUYER’s
receipt of a Commission decision and order regarding the Application, BUYER
shall notify SELLER whether or not BUYER considers the decision and order to be
a Commission Approval Order for purposes of this section and this Agreement.


 


If BUYER has not received a
Commission Approval Order within 180 days of the date of this Second Amendment,
or if BUYER’s request for Commission approval of this Second Amendment is
denied, then either SELLER or BUYER may terminate this Second Amendment by
providing 15 days prior written notice of such termination delivered to the
other prior to the Effective Date.  Such
termination shall be effective only as to this Second Amendment and it shall
not be deemed to affect the status of or terminate the Contract, as amended by
the First Amendment, or waive either party’s respective rights or positions
with regard to the status or interpretation of the Contract, as amended by the
First Amendment, which rights and positions shall be reserved.  In such event of termination, each party
shall bear its own respective fees, costs and expenses incurred prior to
termination of the Second Amendment, if any, in preparation for performance
hereunder.


 


Seller, at its own cost,
shall promptly cooperate with Buyer’s reasonable requests for support of Buyer’s
efforts to prepare and file the Application and obtain the Commission Approval
Order.


 


7.             Pipeline Throughput
Contract.  As part of the
consideration for this Second Amendment, the parties have agreed to execute the
separate Pipeline Throughput Contract dated May 5, 2010.


 


8.             Effective Date.  This Second Amendment shall become effective
(the “Effective Date”) upon the filing of the Commission Approval Order or any
earlier date as may be set forth in the Commission Approval Order.  Prior to the Effective Date, the Contract, as
amended by the First Amendment, shall continue to govern the parties’ rights,
obligations and remedies with respect to the subject matter of the Contract,
and the parties reserve and do not waive their respective rights or positions
with regard to the status or interpretation of the Contract, as amended by the
First Amendment.


 


9.             Other than the amendments noted herein, the provisions
of the Contract, as amended by the First Amendment, shall remain in full force
and effect (provided that, in the event this Second Amendment is terminated as
provided in Section 6 above, the parties reserve and do not waive their
respective rights or positions with regard to the status or interpretation of
the Contract, as amended by the First Amendment).  Upon the Effective Date as defined above, in
the event of any conflict between the terms of the Contract and the terms of
this Second Amendment, this Second Amendment shall control.


 


9

















 


10.           This Second Amendment  may be executed
in as many counterparts as desired by the parties, any one of which shall have
the force and effect of an original but all of which together shall constitute
the same instrument.  This Second
Amendment  may also be executed by exchange of executed copies via facsimile or
other electronic means, such as PDF, in which case — but not as a condition to
the validity of this agreement — each party shall subsequently send the other
party by mail the original executed copy. 
A party’s signature transmitted by facsimile or similar electronic means
shall be considered an “original” signature for purposes of this Second
Amendment.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Amendment to the Contract as of the day and
year first written above.


 


	
  ACCEPTED AND AGREED:

  	
   

  
	
   

  	
   

  
	
  TESORO HAWAII CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BY:

  	
  /s/Claude P. Moreau

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Claude P. Moreau

  	
   

  
	
   

  	
  (Printed or Typed Name)

  	
   

  
	
   

  	
   

  	
   

  
	
  TITLE:

  	
  Senior Vice
  President-Marketing

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  HAWAIIAN ELECTRIC COMPANY, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BY:

  	
  /s/ Thomas C. Simmons

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Thomas C. Simmons

  	
   

  
	
   

  	
  (Printed or Typed Name)

  	
   

  
	
   

  	
   

  	
   

  
	
  TITLE:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BY:

  	
  /s/ Robert A. Alm

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Robert A. Alm

  	
   

  
	
   

  	
  (Printed or Typed Name)

  	
   

  
	
   

  	
   

  	
   

  
	
  TITLE:

  	
  Executive Vice President

  	
   

  
					



 


10
















 


Exhibit B-1


 


ILLUSTRATIVE SCHEDULE OF PRICES


 


Illustrative Price Calculations for Product Delivered to Meet the
Nominated Commitment of the Second Amendment


 


Amendment
2 Price Formula:


 


P1
= [    ]


 


[    ].


 


	
  [    ]

  	
   

  
	
  [    ]

  	
   

  	
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  [    ]

  	
   

  	
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[    ]


 


[    ]


 


[    ]


 


[    ]


 


[    ]


 


.


 


	
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