Mortgage, Line of Credit Mortgage, and Deed of Trust (with Security Agreement) by HEP Pipeline, L.L.C. to Holly Corporation
This agreement, effective February 29, 2008, is between HEP Pipeline, L.L.C. (the Grantor) and Holly Corporation (the Beneficiary), with John N. Patterson as Trustee. It establishes a mortgage and deed of trust on certain pipeline assets and related property to secure obligations owed by HEP Pipeline, L.L.C. to Holly Corporation. The agreement grants Holly Corporation a security interest in the specified property, including fixtures and improvements, and outlines the rights and responsibilities of each party in the event of default or other specified circumstances.
RECORDED RETURN TO:
100 Crescent Court, Suite 1600
Dallas, Texas ###-###-####
Attn: General Counsel
(WITH SECURITY AGREEMENT AND FINANCING STATEMENT)
A DELAWARE LIMITED LIABILITY COMPANY,
AS GRANTOR
AS TRUSTEE
A DELAWARE CORPORATION
AS BENEFICIARY
(WITH SECURITY AGREEMENT AND FINANCING STATEMENT)
1.1 | Definitions. As used herein, the following terms shall have the following meanings: |
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2.1 | Grant. To secure and enforce the prompt performance and compliance by the Partnership Entities (as defined in the Pipelines Agreement) of all obligations set forth for such Persons in Section 2(f), Section 7, and Section 11(b) of the Pipelines Agreement, plus all claims (as such term is defined in the Bankruptcy Code) of or damages owed to the Beneficiary against the Partnership Entities and/or the Mortgaged Property resulting from any rejection of the Pipelines Agreement by any such Person in any bankruptcy or insolvency proceeding involving any Partnership Entity, and any reasonable costs and expenses (including, but not limited to, attorneys and experts fees and court costs) incurred by Beneficiary in enforcing and exercising its rights hereunder (collectively, the Obligations), Grantor has GRANTED, BARGAINED, SOLD and CONVEYED, and |
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by these presents does GRANT, BARGAIN, SELL and CONVEY, unto Trustee the Mortgaged Property, subject, however, to the Permitted Encumbrances, TO HAVE AND TO HOLD the Mortgaged Property unto Trustee, forever, and Grantor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Trustee against every Person whomsoever lawfully claiming or to claim the same or any part thereof other than against any holder of any Senior Lien; provided, however, that this grant shall terminate upon the full performance and discharge of all of the Obligations and in accordance with the other terms set forth herein. | ||
2.2 | Maximum Secured Indebtedness. THE OUTSTANDING INDEBTEDNESS SECURED BY PROPERTY LOCATED IN NEW MEXICO SHALL NOT AT ANY ONE TIME EXCEED THE AGGREGATE MAXIMUM AMOUNT OF $225,000,000, WHICH SHALL CONSTITUTE THE MAXIMUM AMOUNT AT ANY TIME SECURED HEREBY. |
Grantor hereby unconditionally warrants and represents to Beneficiary as follows: | ||
3.1 | Organization and Power. Grantor (a) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has complied with all conditions prerequisite to its doing business in the State of New Mexico and (b) has all requisite power and all governmental certificates of authority, licenses, permits, qualifications and documentation to own, lease and operate its properties and to carry on its business as now being, and as proposed to be, conducted. | |
3.2 | Validity of Security Documents. The execution, delivery and performance by Grantor of the Security Documents (a) are within Grantors powers and have been duly authorized by Grantors Manager or other necessary parties, and all other requisite action for such authorization has been taken; (b) have received all (if any) requisite prior governmental approval in order to be legally binding and enforceable in accordance with the terms thereof; and (c) will not violate, be in conflict with, result in a breach of or constitute (with due notice or lapse of time, or both) a default under, any Legal Requirement or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of Grantors property or assets, except as contemplated by the provisions of the Security Documents. The Security Documents constitute the legal, valid and binding obligations of Grantor and others obligated under the terms of the Security Documents, in accordance with their respective terms. | |
3.3 | Lien of this Instrument. Subject to the Senior Liens, this Deed of Trust constitutes a valid and subsisting mortgage and deed of trust lien on the Real Property and the Fixtures and a valid, subsisting security interest in and to, and a valid assignment of, the Personalty and Leases, all in accordance with the terms hereof. |
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3.4 | Litigation. There are no actions, suits or proceedings pending, or to the knowledge of Grantor threatened, against or affecting the Grantor as a result of or in connection with Grantors entering into this Deed of Trust, or involving the validity or enforceability of this Deed of Trust or the priority of the liens and security interests created by the Security Documents, and no event has occurred (including specifically Grantors execution of the Security Documents) which will violate, be in conflict with, result in the breach of, or constitute (with due notice or lapse of time, or both) a default under, any Legal Requirement or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of Grantors property other than the liens and security interests created by the Security Documents. |
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7.1 | Breach of Deed of Trust. (a) Grantor shall (i) fail to perform or observe, in any material respect, any covenant, condition or agreement of this Deed of Trust to be performed or observed by Grantor, or (ii) breach any warranty or representation made by Grantor in this Deed of Trust, and such failure or breach shall continue unremedied for a period of thirty (30) days after receipt of written notice thereof to the Grantor from the Beneficiary; provided, however, that in the event such failure or breach cannot be reasonably cured within such thirty (30) day period and Grantor has diligently proceeded (and continues to proceed) to cure such breach, Grantor shall have an additional sixty (60) days to cure such failure or breach, or (b) HEP shall fail to perform all of the Obligations in full and on or before the dates same are to be performed (after giving effect to any applicable grace and cure periods). | |
7.2 | Voluntary Bankruptcy. Grantor shall (a) voluntarily be adjudicated a bankrupt or insolvent, (b) procure, permit or suffer the voluntary or involuntary appointment of a receiver, trustee or liquidator for itself or for all or any substantial portion of its property, (c) file any petition seeking a discharge, rearrangement, or reorganization of its debts pursuant to the bankruptcy laws or any other debtor relief laws of the United States or |
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any state or any other competent jurisdiction, or (d) make a general assignment for the benefit of its creditors. | ||
7.3 | Involuntary Bankruptcy. If (a) a petition is filed against Grantor seeking to rearrange, reorganize or extinguish its debts under the provisions of any bankruptcy or other debtor relief law of the United States or any state or other competent jurisdiction, and such petition is not dismissed or withdrawn within sixty (60) days after its filing, or (b) a court of competent jurisdiction enters an order, judgment or decree appointing, without the consent of Grantor a receiver or trustee for it, or for all or any part of its property, and such order, judgment, or decree is not dismissed, withdrawn or reversed within sixty (60) days after the date of entry of such order, judgment or decree. | |
7.4 | Rejection of Pipelines Agreement. A rejection, by or on behalf of Grantor or any other Partnership Entity (as defined in the Pipelines Agreement), of the Pipelines Agreement in bankruptcy. |
8.1 | Remedies. Subject, in each case, to the rights of any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the SNDA, and provided no material default by the Holly Entities (as defined in the Pipelines Agreement) has occurred and is continuing, if an Event of Default shall occur and be continuing, Beneficiary may, at Beneficiarys election and by or through Trustee or otherwise, exercise any or all of the following rights, remedies and recourses: |
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8.2 | Remedies Cumulative, Concurrent and Nonexclusive. Beneficiary shall have all rights, remedies and recourses granted in the Pipelines Agreement and, subject to the rights of any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the SNDA, the Deed of Trust and same (a) shall be cumulative and concurrent; (b) may be pursued separately, successively or concurrently against Grantor or others obligated under this Deed of Trust, or against the Mortgaged Property, or against any one or more of them, at the sole discretion of Beneficiary; (c) may be exercised as often as occasion therefor shall arise, it being agreed by Grantor that the exercise or failure to exercise any of same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (d) are intended to be, and shall be, nonexclusive. | |
8.3 | Obligations. Neither Grantor, any other Partnership Entity (as defined in the Pipelines Agreement) nor any other Person hereafter obligated for performance or fulfillment of all or any of the Obligations shall be relieved of such obligation by reason of (a) the failure of Trustee to comply with any request of Grantor or any other Person to enforce any provisions of this Deed of Trust; (b) the release, regardless of consideration, of the Mortgaged Property or the addition of any other property to the Mortgaged Property; (c) any agreement or stipulation between any subsequent owner of the Mortgaged Property and Beneficiary extending, renewing, rearranging or in any other way modifying the terms of the Security Documents without first having obtained the consent of, given notice to or paid any consideration to Grantor or such other Person, and in such event Grantor and all such other Persons shall continue to be liable to make payment according to the terms of any such extension or modification agreement unless expressly released and discharged in writing by Beneficiary; or (d) by any other act or occurrence save and except the complete fulfillment of all of the Obligations. | |
8.4 | Release of and Resort to Collateral. Beneficiary may release, regardless of consideration, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interest created in or evidenced by this Deed of Trust or their stature as a lien and security interest in and to the Mortgaged Property. | |
8.5 | Waiver of Redemption, Notice and Marshalling of Assets. To the fullest extent permitted by law, Grantor hereby irrevocably and unconditionally waives and releases (a) |
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all benefits that might accrue to Grantor by virtue of any present or future law exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or extension of time for payment; (b) all notices of any Event of Default or of Trustees election to exercise or his actual exercise of any right, remedy or recourse provided for under this Deed of Trust; and (c) any right to a marshalling of assets or a sale in inverse order of alienation. | ||
8.6 | Limitation on New Mexico Redemption. Pursuant to NMSA 1978, Section 39-5-19 (1965), the redemption period after foreclosure sale for any Mortgaged Property situated in or otherwise subject to the laws of the State of New Mexico shall be limited to one (1) month. | |
8.7 | Discontinuance of Proceedings. In case Beneficiary shall have proceeded to invoke any right, remedy or recourse permitted under this Deed of Trust and shall thereafter elect to discontinue or abandon same for any reason, Beneficiary shall have the unqualified right so to do and, in such an event, Grantor and Beneficiary shall be restored to their former positions with respect to the Obligations, the Security Documents, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Beneficiary shall continue as if same had never been invoked. | |
8.8 | Application of Proceeds. Subject, in each case, to applicable law and the rights of any Lienholder arising under or pursuant to the Senior Liens, and the terms and provisions of the SNDA (including, without limitation, the right to receive payments otherwise due to HEP under the terms of the Pipelines Agreement), the proceeds and other amounts generated by the holding, operating or other use of, the Mortgaged Property shall be applied by Trustee or Beneficiary (or the receiver, if one is appointed) to the extent that funds are so available therefrom in the following orders of priority: |
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8.9 | INDEMNITY. IN CONNECTION WITH ANY ACTION TAKEN BY TRUSTEE AND/OR BENEFICIARY PURSUANT TO THIS DEED OF TRUST, TRUSTEE AND/OR BENEFICIARY AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS, ACCOUNTANTS AND EXPERTS (COLLECTIVELY THE INDEMNIFIED PARTIES) SHALL NOT BE LIABLE FOR ANY LOSS SUSTAINED BY GRANTOR RESULTING FROM (i) AN ASSERTION THAT TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY HAS RECEIVED FUNDS FROM THE OPERATIONS OF THE MORTGAGED PROPERTY CLAIMED BY THIRD PERSONS OR (ii) ANY ACT OR OMISSION OF TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY IN ADMINISTERING, MANAGING, OPERATING OR CONTROLLING THE MORTGAGED PROPERTY, INCLUDING IN EITHER CASE SUCH LOSS WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF TRUSTEE, BENEFICIARY OR AN INDEMNIFIED PARTY OR WHICH MAY RESULT FROM STRICT LIABILITY, WHETHER UNDER APPLICABLE LAW OR OTHERWISE, UNLESS SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH OF TRUSTEE, BENEFICIARY OR ANY INDEMNIFIED PARTY NOR SHALL TRUSTEE, BENEFICIARY AND/OR ANY INDEMNIFIED PARTY BE OBLIGATED TO PERFORM OR DISCHARGE ANY OBLIGATION, DUTY OR LIABILITY OF GRANTOR. GRANTOR SHALL AND DOES HEREBY AGREE TO INDEMNIFY TRUSTEE, BENEFICIARY AND EACH OF THEIR RESPECTIVE INDEMNIFIED PARTIES FOR, AND TO HOLD THEM HARMLESS FROM, ANY AND ALL LOSSES WHICH MAY OR MIGHT BE INCURRED BY TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY BY REASON OF THIS DEED OF TRUST OR THE EXERCISE OF RIGHTS OR REMEDIES HEREUNDER, INCLUDING SUCH LOSSES WHICH MAY RESULT FROM THE ORDINARY NEGLIGENCE OF TRUSTEE, BENEFICIARY OR AN INDEMNIFIED PARTY OR WHICH MAY RESULT FROM STRICT LIABILITY, WHETHER UNDER APPLICABLE LAW OR OTHERWISE, UNLESS SUCH LOSS IS CAUSED BY THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BAD FAITH OF TRUSTEE, BENEFICIARY OR INDEMNIFIED PARTY. SHOULD TRUSTEE, BENEFICIARY AND/OR ANY INDEMNIFIED PARTY MAKE ANY EXPENDITURE ON ACCOUNT OF ANY SUCH LOSSES, THE AMOUNT THEREOF, INCLUDING, WITHOUT LIMITATION, COSTS, EXPENSES AND REASONABLE ATTORNEYS FEES, SHALL BE A DEMAND OBLIGATION (WHICH OBLIGATION GRANTOR HEREBY EXPRESSLY PROMISES TO PAY) OWING BY GRANTOR TO TRUSTEE AND/OR BENEFICIARY AND SHALL BEAR INTEREST FROM THE DATE EXPENDED UNTIL PAID AT THE HIGHEST RATE ALLOWED BY LAW, SHALL BE A PART OF THE OBLIGATIONS AND SHALL BE SECURED BY THIS DEED OF TRUST. THE LIABILITIES OF GRANTOR AS SET FORTH IN THIS SECTION 8.9 SHALL SURVIVE THE TERMINATION OF THIS DEED OF TRUST. |
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8.10 | Limitations on Indemnifications. |
9.1 | Security Interest. This Deed of Trust shall be construed as a deed of trust on real property and it shall (subject to the Senior Liens) also constitute and serve as a Security Agreement on personal property within the meaning of, and shall constitute a security interest under, the Uniform Commercial Code (as the same is codified and in effect in New Mexico) with respect to the Personalty, Fixtures and Leases. To this end, Grantor has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED, AND SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER AND SET OVER, unto Trustee and unto Beneficiary, a security interest in all of Grantors right, title and interest in, to and under the Personalty, Fixtures and Leases to secure the full and timely performance and discharge of the Obligations, subject only to the Permitted Encumbrances. | |
9.2 | Financing Statements. Grantor hereby authorizes Beneficiary to file such Financing Statements, and Grantor hereby agrees to execute and deliver such further assurances as Beneficiary may, from time to time, consider reasonably necessary to create, perfect and preserve Beneficiarys security interest herein granted and Beneficiary may cause such |
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statements and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest. | ||
9.3 | Uniform Commercial Code Remedies. Subject, in each case, to the rights of any Lienholder under or pursuant to the Senior Liens, and the terms and provisions of the SNDA and this Deed of Trust, Beneficiary and/or Trustee shall have all the rights, remedies and recourses (other than auction and sale rights) with respect to the Personalty, Fixtures and Leases afforded to it by the aforesaid Uniform Commercial Code (as the same is codified and in effect in New Mexico) in addition to, and not in limitation of, the other rights, remedies and recourses afforded by this Deed of Trust. | |
9.4 | No Obligation of Trustee or Beneficiary. The assignment and security interest herein granted shall not be deemed or construed to constitute Trustee or Beneficiary as a trustee in possession of the Mortgaged Property, to obligate Trustee or Beneficiary to lease the Mortgaged Property or attempt to do same, or to take any action, incur any expense or perform or discharge any obligation, duty or liability whatsoever. | |
9.5 | Fixture Filing. This Deed of Trust shall constitute a fixture filing for all purposes of Article 9 of the Uniform Commercial Code, as codified and in effect in New Mexico. All or part of the Mortgaged Property are or are to become fixtures; information concerning the security interest herein granted may be obtained at the addresses set forth on the first page hereof. The address of the Secured Party (Beneficiary) is the address set forth in Section 1.1(b) and the address of the Debtor (Grantor) is the address set forth in the opening paragraph of this Deed of Trust. | |
9.6 | Satisfaction and Release. If (a) all Obligations secured hereby shall be paid, performed and satisfied in full, (b) the Mortgaged Property (or any portion thereof, in which case the provisions of clauses (i) through (iv) below shall be applicable only to such portion) shall be sold, consigned, conveyed or transferred in accordance with the provisions of the Pipelines Agreement, [and/or] (c) the Pipelines Agreement shall be terminated, cancelled or otherwise expire, and the Obligations of the Partnership Entities (as defined in the Pipelines Agreement) set forth in Section 2(f) of the Pipelines Agreement shall no longer be applicable, and/or (d) at any time Grantors or HEPs (in the event Grantor does not have a stand-alone credit rating) senior unsecured debt has an Investment Grade Rating (as hereinafter defined) from both Moodys Investors Service, Inc. (Moodys) and Standard & Poors Ratings Group (S&P) (or any successor to the rating business of either thereof), then (i) this Deed of Trust shall be null and void, (ii) the liens and security interests created by this Deed of Trust shall be released as promptly as practicable, (iii) the Mortgaged Property shall revert to Grantor (or the transferee in the case of clause (b) above) free and clear of the liens and security interests created by this Deed of Trust, and (iv) Beneficiary and Trustee (as applicable) shall execute and deliver, or cause to be executed and delivered, instruments of satisfaction and release that are reasonably requested by Grantor. Otherwise, this Deed of Trust shall remain and continue in full force and effect. As used in this Section 9.6, the term Investment Grade Rating shall mean a rating equal to or higher than Baa3 (or the equivalent) by Moodys, or BBB- (or the equivalent) by S&P. |
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10.1 | No Required Action. Trustee shall not be required to take any action toward the execution and enforcement of the trust hereby created or to institute, appear in or defend any action, suit or other proceeding in connection therewith where in his opinion such action will be likely to involve him in expense or liability, unless requested so to do by a written instrument signed by Beneficiary and, if Trustee so requests, unless Trustee is tendered security and indemnity satisfactory to him against any and all costs, expense and liabilities arising therefrom. Trustee shall not be responsible for the execution, acknowledgment or validity of the Security Documents, or for the proper authorization thereof, or for the sufficiency of the lien and security interest purported to be created hereby, and makes no representation in respect thereof or in respect of the rights, remedies and recourses of Beneficiary. | |
10.2 | Certain Rights. With the approval of Beneficiary, Trustee shall have the right to take any and all of the following actions: (a) to select, employ and advise with counsel (who may be, but need not be, counsel for Beneficiary) upon any matters arising hereunder, including the preparation, execution and interpretation of the Security Documents, and shall be fully protected in relying as to legal matters on the advice of counsel; (b) to execute any of the trusts and powers hereof and to perform any duty hereunder either directly or through his agents or attorneys; (c) to select and employ, in and about the execution of his duties hereunder, suitable accountants, engineers and other experts, agents and attorneys-in-fact, either corporate or individual, not regularly in the employ of Trustee, and Trustee shall not be answerable for any act, default or misconduct of any such accountant, engineer or other expert, agent or attorney-in-fact, if selected with reasonable care, or for any error of judgment or act done by Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, except for Trustees gross negligence or bad faith; and (d) to take any and all other lawful action as Beneficiary may instruct Trustee to take to protect or enforce Beneficiarys rights hereunder. Trustee shall not be personally liable in case of entry by him, or anyone entering by virtue of the powers herein granted him, upon the Mortgaged Property for debts contracted or liability or damages incurred in the management or operation of the Mortgaged Property. Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him hereunder, believed by him in good faith to be genuine. Trustee shall be entitled to reimbursement for expenses incurred by him in the performance of his duties hereunder and to reasonable compensation for such of his services hereunder as shall be rendered. Grantor will, from time to time, pay the compensation due to Trustee hereunder and reimburse Trustee for, and save him harmless against, any and all liability and expenses which may be incurred by him in the performance of his duties. | |
10.3 | Retention of Moneys. All moneys received by Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated in any manner from any other moneys (except to the extent required by |
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law) and Trustee shall be under no liability for interest on any moneys received by him hereunder. | ||
10.4 | Successor Trustees. Trustee may resign by the giving of notice of such resignation in writing to Beneficiary. If Trustee shall die, resign or become disqualified from acting in the execution of this trust, or shall fail or refuse to execute the same when requested by Beneficiary so to do, or if, for any reason, Beneficiary shall prefer to appoint a substitute trustee to act instead of the aforenamed Trustee, Beneficiary shall have full power to appoint a substitute trustee and, if preferred, several substitute trustees in succession who shall succeed to all the estates, properties, rights, powers and duties of the aforenamed Trustee. Such appointment may be executed by any authorized agent of Beneficiary, and if such Beneficiary be a corporation and such appointment be executed in its behalf by any officer of such corporation, such appointment shall be conclusively presumed to be executed with authority and shall be valid and sufficient without proof of any action by the Board of Directors or any superior officer of the corporation. Grantor hereby ratifies and confirms any and all acts which the aforenamed Trustee, or his successor or successors in this trust, shall do lawfully by virtue hereof. | |
10.5 | Perfection of Appointment. Should any deed, conveyance or instrument of any nature be required from Grantor by any successor Trustee to more fully and certainly vest in and confirm to such new Trustee such estates, rights, powers and duties, then, upon request by such Trustee, any and all such deeds, conveyances and instruments shall be made, executed, acknowledged and delivered and shall be caused to be recorded and/or filed by Grantor. | |
10.6 | Succession Instruments. Any new Trustee appointed pursuant to any of the provisions hereof shall, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of its or his predecessor in the rights hereunder with like effect as if originally named as Trustee herein; but nevertheless, upon the written request of Beneficiary or of the successor Trustee, the Trustee ceasing to act shall execute and deliver an instrument transferring to such successor Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver any of the property and moneys held by such Trustee to the successor Trustee so appointed in its or his place. | |
10.7 | No Representation by Trustee. By accepting or approving anything required to be observed, performed or fulfilled or to be given to Trustee or Beneficiary pursuant to the Security Documents, including but not limited to, any officers certificate, balance sheet, statement of profit and loss or other financial statement, survey, appraisal or insurance policy, neither Trustee nor Beneficiary shall be deemed to have warranted, consented to, or affirmed the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not be or constitute any warranty, consent or affirmation with respect thereto by Trustee or Beneficiary. |
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11.1 | Performance at Grantors Expense. The cost and expense of performing or complying with any and all of the Obligations shall be borne solely by Grantor and/or the other Partnership Entities to the extent provided in the Pipelines Agreement. | |
11.2 | Survival of Obligations. Each and all of the Obligations shall survive the execution and delivery of the Security Documents and shall continue in full force and effect until the Obligations have been performed and discharged in full. | |
11.3 | Further Assurances. Grantor, upon the request of Trustee or Beneficiary, will execute, acknowledge, deliver and record and/or file such further instruments and do such further acts as may be necessary, desirable or proper to carry out more effectively the purpose of the Security Documents and to subject to the liens and security interests thereof any property intended by the terms thereof to be covered thereby, including specifically but without limitation, any renewals, additions, substitutions, replacements, betterments or appurtenances to the then Mortgaged Property. | |
11.4 | Recording and Filing. Grantor will cause the Security Documents and all amendments and supplements thereto and substitutions therefor to be recorded, filed, re-recorded and refiled in such manner and in such places as Trustee or Beneficiary shall reasonably request, and will pay all such recording, filing, re-recording and refiling taxes, fees and other charges. | |
11.5 | Notices. All notices or other communications required or permitted to be given pursuant to this Deed of Trust shall be in writing and shall be considered as properly given if mailed by first-class United States mail, postage prepaid, registered or certified with return receipt requested, or by delivering same in person to the intended addressee or by prepaid telegram. Notice so mailed shall be effective two days following its deposit. Notice given in any other manner shall be effective only if and when received by the addressee. For purposes of notice, the addresses of Beneficiary and Grantor shall be as set forth in Section 1.1(b) and the opening paragraph hereinabove, respectively; provided, however, that either party shall have the right to change its address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days notice to the other party in the manner set forth hereinabove. | |
11.6 | No Waiver. Any failure by Trustee or Beneficiary to insist, or any election by Trustee or Beneficiary not to insist, upon strict performance by Grantor of any of the terms, provisions or conditions of the Security Documents shall not be deemed to be a waiver of same or of any other terms, provision or condition thereof and Trustee or Beneficiary shall have the right at any time or times thereafter to insist upon strict performance by Grantor of any and all of such terms, provisions and conditions. | |
11.7 | Beneficiarys Right to Perform the Obligations. If Grantor shall fail, refuse or neglect to make any payment or perform any act required by the Security Documents (after |
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giving effect to any applicable notice and cure period), then at any time thereafter, and without further notice to or demand upon Grantor and without waiving or releasing any other right, remedy or recourse Beneficiary may have because of same, Beneficiary may (but shall not be obligated to) make such payment or perform such act for the account of and at the expense of Grantor, and shall have the right to enter upon or in the Real Property for such purpose and to take all such action thereon and with respect to the Mortgaged Property as it may deem necessary or appropriate but in any case subject to the rights of any Lienholder arising under or pursuant to the Senior Liens and the terms and provisions of the SNDA. If Beneficiary shall elect to pay any Imposition or other sums due with reference to the Mortgaged Property, Beneficiary may do so in reliance on any bill, statement or assessment procured from the appropriate Governmental Entity or other issuer thereof without inquiring into the accuracy or validity thereof. Similarly, in making any payments to protect the security intended to be created by the Security Documents, Beneficiary shall not be bound to inquire into the validity of any apparent or threatened adverse title, lien, encumbrance, claim or charge before making an advance for the purpose of preventing or removing the same. Grantor shall indemnify Beneficiary for all losses, expenses, damage, claims and causes of action, including reasonable attorneys fees, incurred or accruing by reason of any acts performed by Beneficiary pursuant to the provisions of this Section 11.7 or by reason of any other provision in the Security Documents. All sums paid by Beneficiary pursuant to this Section 11.7 and all other sums expended by Beneficiary to which it shall be entitled to be indemnified, together with interest thereon at the maximum rate allowed by law from the date of such payment or expenditure, shall be secured by the Security Documents and shall be paid by Grantor to Beneficiary upon demand. | ||
11.8 | Covenants Running with the Land. All Obligations contained in the Security Documents are intended by the parties to be, and shall be construed as, covenants running with the Mortgaged Property. | |
11.9 | Successors and Assigns. All of the terms of the Security Documents shall apply to, be binding upon and inure to the benefit of the parties thereto, their successors and assigns, and all other Persons claiming by, through or under them. | |
11.10 | Severability. The Security Documents are intended to be performed in accordance with, and only to the extent permitted by, all applicable Legal Requirements. If any provision of any of the Security Documents or the application thereof to any Person or circumstance shall, for any reason and to any extent, be invalid or unenforceable neither the remainder of the instrument in which such provision is contained nor the application of such provision to other Persons or circumstances nor the other instruments referred to hereinabove shall be affected thereby, but rather shall be enforced to the greatest extent permitted by law. | |
11.11 | Entire Agreement and Modification. The Security Documents contain the entire agreements between the parties relating to the subject matter hereof and thereof and all prior agreements relative thereto which are not contained herein or therein are terminated. Notwithstanding anything herein to the contrary, Grantor and, by its acceptance hereof, Beneficiary hereby acknowledge and agree that in the event that any of the terms or |
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provisions of this Deed of Trust conflict with any terms or provisions of the Pipelines Agreement, the terms or provisions of the Pipelines Agreement shall govern and control for all purposes. The Security Documents may not be amended, revised, waived, discharged, released or terminated orally but only by a written instrument or instruments (a) executed by the party against which enforcement of the amendment, revision, waiver, discharge, release or termination is asserted, and (b) consented to by the Lienholders to the extent any such amendment, revision, waiver, discharge, release or termination would be materially adverse to the rights of any such Lienholder. Any alleged amendment, revision, waiver, discharge, release or termination which is not so documented shall not be effective as to any party. | ||
11.12 | Counterparts. This Deed of Trust may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute but one instrument. | |
11.13 | Applicable Law. This Deed of Trust shall be construed and enforced in accordance with and governed by the laws of the State of Texas and the laws of the United States of America, except that to the extent that the law of the state in which a portion of the Mortgaged Property is located (or which is otherwise applicable to a portion of the Mortgaged Property) necessarily or appropriately governs with respect to procedural and substantive matters relating to the creation, perfection and enforcement of the liens, security interests and other rights and remedies of Trustee on behalf of Beneficiary or Beneficiary granted herein, the laws of such state shall apply as to that portion of the Mortgaged Property located in (or otherwise subject to the laws of) such state. | |
11.14 | No Partnership. Nothing contained in the Security Documents is intended to, or shall be construed as, creating to any extent and in any manner whatsoever, any partnership, joint venture, or association between Grantor, Trustee and Beneficiary, or in any way make Beneficiary or Trustee coprincipals with Grantor with reference to the Mortgaged Property, and any inferences to the contrary are hereby expressly negated. | |
11.15 | Headings. The Article, Section and Subsection entitlements hereof are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the text of such Articles, Sections or Subsections. | |
11.16 | Waiver of Stay, Moratorium, and Similar Rights. Grantor agrees, to the full extent that it may lawfully do so, that it will not at any time insist upon or plead or in any way take advantage of any appraisement, valuation, stay, marshalling of assets, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or hinder the enforcement of the provisions of this Deed of Trust or the indebtedness secured hereby, or any agreement between Grantor and Beneficiary or any rights or remedies Beneficiary may have thereunder, hereunder or by law. | |
11.17 | Transfer of Mortgaged Property. No sale, lease, exchange, assignment, conveyance or other transfer (each, a Transfer) of the Mortgaged Property will extinguish the lien or security interest created by this Deed of Trust, except to the extent provided in Section 9.6 of this Deed of Trust or in the Pipelines Agreement. As a condition to any Transfer, Beneficiary may (a) require the express assumption of the Obligations by the transferee |
21
(with or without the release of Grantor from liability in respect thereof), and (b) require the execution of an assumption agreement, modification agreements, supplemental security documents and financing statements satisfactory in form and substance to Beneficiary. | ||
11.18 | Estoppel Certificates. Grantor and Beneficiary agree to execute and deliver from time to time, upon the request of the other party, a certificate regarding the status of the Pipelines Agreement, consisting of statements, if true (or if not, specifying why not), (a) that the Pipelines Agreement is in full force and effect, (b) the date through which payments have been paid, (c) the date of the commencement of the term of the Pipelines Agreement, (d) the nature of any amendments or modifications of the Pipelines Agreement, (e) to such partys actual knowledge without investigation, no default, or state of facts which with the passage of time or notice (or both) would constitute a default, exists under the Pipelines Agreement, (f) to such partys actual knowledge without investigation, no setoffs, recoupments, estoppels, claims or counterclaims exist against the other party under the Pipelines Agreement, and (g) such other factual matters as may be reasonably requested. | |
11.19 | Final Agreement. Grantor acknowledges receipt of a copy of this instrument at the time of execution hereof. Grantor acknowledges that, except as incorporated in writing in this Deed of Trust, there are not, and were not, and no persons are or were authorized to make any representations, understandings, stipulations, agreements or promises, oral or written, with respect to the matters addressed in this Deed of Trust. THE WRITTEN AGREEMENTS HEREIN REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. | |
11.20 | Other New Mexico Provisions. |
22
23
HEP PIPELINE, L.L.C. | ||||
By: | HOLLY ENERGY PARTNERS OPERATING, L.P., its Sole Member | |||
By: | /s/ David G. Blair | |||
David G. Blair, | ||||
Senior Vice President | ||||
EMPLOYER IDENTIFICATION NUMBER OF GRANTOR: | 71-0968296 | |||
ORGANIZATIONAL NUMBER OF GRANTOR: | 3814278 |
THE STATE OF TEXAS | § | |
§ | ||
COUNTY OF DALLAS | § |
/s/ Julie H. Cooper |
A-1
Lovington Crude Oil Pipeline Tankage | Lea County, New Mexico |
Original | Document | Document | Recording | |||||
Grantee | Type | Date | Date | Book / Page | ||||
2. Crouch Station | ||||||||
Navajo Refining Company | Business Lease | 4/1/1999 | | BL-1482 | ||||
3. Monument Junction | ||||||||
Navajo Pipeline Company | Lease | 8/13/2001 | | BL No. 1554 |
B-1
B-2
Lovington Delivery System: | Lea County, New Mexico |
Document | Document | Recording | ||||||||||||
State | County | Original Grantor | Original Grantee | Type | Date | Date | Book / Page | |||||||
Russell to Lovington Segment | ||||||||||||||
New Mexico | Lea | Valetta Ruth Fingado | Navajo Pipeline Co. L.P. | ROW | 12/30/2005 | 2/16/2006 | 1427 / 416 | |||||||
New Mexico | Lea | Arly Ray Canada | Navajo Pipeline Co. L.P. | ROW | 1/12/2006 | 2/16/2006 | 1427 / 412 | |||||||
New Mexico | Lea | Linda G. Cade | Navajo Pipeline Co. L.P. | ROW | 1/7/2006 | 2/16/2006 | 1427 / 424 | |||||||
New Mexico | Lea | Darrell W. Haden | Navajo Pipeline Co. L.P. | ROW | 2/23/2006 | 4/27/2006 | 1439 / 710 | |||||||
New Mexico | Lea | Billy B. Powell and Linda J. Powell | Navajo Pipeline Co. L.P. | ROW | 1/5/2006 | 3/7/2006 | 1431 / 69 | |||||||
New Mexico | Lea | Billy B. Powell and Linda J. Powell | Navajo Pipeline Co. L.P. | ROW | 1/23/2006 | 3/7/2006 | 1431 / 78 | |||||||
New Mexico | Lea | New Mexico State Highway and Transportation | Navajo Pipeline Co. L.P. | Permit | Secs. 34 & 35 | |||||||||
New Mexico | Lea | James L. Blandin and Terry L. Blandin | Navajo Pipeline Co. L.P. | ROW | 1/11/2006 | 3/7/2006 | 1431 / 65 | |||||||
New Mexico | Lea | Lea County Board of Commissioners | Navajo Pipeline Co. L.P. | Permit | 1/5/2006 | Secs. 33 & 34 | ||||||||
New Mexico | Lea | Mary Dobry | Navajo Pipeline Co. L.P. | ROW | 12/30/2005 | 2/16/2006 | 1427 / 407 | |||||||
New Mexico | Lea | Lawrence Enterprises Trustee: Larry Parker | Navajo pipeline Co. L.P. | ROW | 12/12/2005 | 2/16/2006 | 1427 / 403 | |||||||
New Mexico | Lea | Clayton M. Hughes and Calvin Wayne Smith | Navajo Pipeline Co. L.P. | ROW | 12/5/2005 | 3/7/2006 | 1431 / 74 | |||||||
New Mexico | Lea | Phillip Berry and Aetna Berry | Navajo Pipeline Co. L.P. | ROW | 1/9/2006 | 3/7/2006 | 1431 / 82 |
C-1
Document | Document | Recording | ||||||||||||
State | County | Original Grantor | Original Grantee | Type | Date | Date | Book / Page | |||||||
New Mexico | Lea | State of New Mexico | Navajo Pipeline Company L.P. | Tract 036-019 ROW | No. 29761 | |||||||||
New Mexico | Lea | Lea County Board of Commissioners | Navajo Pipeline Co. L.P. | Permit | 1/5/2006 | Secs. 35 & 36 | ||||||||
Lawrence Family Trust Trustee: | ||||||||||||||
New Mexico | Lea | Walter Jeffry Norris | Navajo Pipeline Co. L.P. | ROW | 12/28/2005 | 2/16/2005 | 1427 / 396 | |||||||
New Mexico | Lea | City of Lovington | Navajo Pipeline Co. L.P. | ROW | 1/24/2005 | 1486 / 154 | ||||||||
New Mexico | Lea | New Mexico State Highway and Transportation | Navajo Pipeline Co. L.P. | Permit | 4/20/2006 | Sec. 35 | ||||||||
New Mexico | Lea | Austin Northwestern Railroad Company, Inc. | Navajo Pipeline Co. L.P. | License | 2/15/2006 | |||||||||
Hobbs to Lovington Segment | ||||||||||||||
New Mexico | Lea | City of Lovington | Southern Union Refining Company | ROW | 6/27/1979 | 7/23/1979 | 375 / 286 | |||||||
New Mexico | Lea | Thula M. Caylor, a/k/a Thula M. Caylor Fife | Southern Union Refining Company | ROW | 375 / 269 | |||||||||
New Mexico | Lea | Mary E. Caylor | Southern Union Refining Company | ROW | 6/14/1979 | 7/23/1979 | 375 / 266 | |||||||
New Mexico | Lea | E.D. & Susie L. Shipp | Southern Union Refining Company | ROW | 6/7/1979 | 7/23/1979 | 375 / 280 | |||||||
New Mexico | Lea | State of New Mexico | Southern Union Refining Company | ROW | 5/22/1979 | | 379 / 90 ROW No. 20094 | |||||||
New Mexico | Lea | Charles D. and Florena R. Blakey | Southern Union Refining Company | ROW | 6/7/1979 | 7/23/1979 | 375 / 275 | |||||||
New Mexico | Lea | Muriel McNeill, Executrix for the Will N. Terry Trust | Southern Union Refining Company | ROW | 7/19/1979 | 7/23/1979 | 375 / 289 | |||||||
New Mexico | Lea | Muriel McNeill | Southern Union Refining Company | ROW | 7/19/1979 | 7/23/1979 | 375 / 297 | |||||||
New Mexico | Lea | State of New Mexico | Southern Union Refining Company | ROW | U.S. Hwy. 62 and 180 | |||||||||
New Mexico | Lea | Clara Fowler | Southern Union Refining Company | ROW | 6/7/1979 | 9/18/1979 | 376 / 437 |
C-2
Document | Document | Recording | ||||||||||||
State | County | Original Grantor | Original Grantee | Type | Date | Date | Book / Page | |||||||
New Mexico | Lea | Wayne A. Cochran, et al | Southern Union Refining Company | ROW | 6/19/1979 | 7/23/1979 | 375 / 258 | |||||||
New Mexico | Lea | Ruth Furneaux | Southern Union Refining Company | ROW | 7/19/1979 | 1/16/1980 | 378 / 641 | |||||||
New Mexico | Lea | Marcia McNeill Blackburn | Southern Union Refining Company | ROW | 7/19/1979 | 7/23/1979 | 375 / 305 | |||||||
New Mexico | Lea | Arco Pipeline Co. | Southern Union Refining Company | ROW | 8/8/1979 | 9/10/1979 | 376 / 270 | |||||||
New Mexico | Lea | Austin & Northwestern Railroad Co., Inc. (Texas New Mexico Railroad) | Navajo Refining Company, L.P. (Southern Union Refining Company) | License | 5/10/2002 | TNMR No. 78994 | ||||||||
Crouch to Lovington Segment | ||||||||||||||
New Mexico | Lea | State of New Mexico, Commissioner of Public Lands | Koch Industries, Inc. | ROW | 2/11/1974 | 3/15/1974 | 339 / 756 | |||||||
New Mexico | Lea | Fredda Turner Durham and Dorothy Turner ScHarbauer | Koch Industries, Inc. | ROW | 1/31/1974 | 339 / 846 | ||||||||
New Mexico | Lea | Fredda Turner Durham and Dorothy Turner ScHarbauer | Koch Industries, Inc. | ROW | 8/20/1974 | 342 / 615 | ||||||||
Russell to Hobbs Segment | ||||||||||||||
New Mexico | Lea | Lea County Board of Directors | Navajo Pipeline Co. L.P. | Permit | 12/16/2003 | Permit # RX0312124 | ||||||||
New Mexico | Lea | VMJ, Inc. Kress Jones, President | Navajo Refining Company L.P. | ROW | 11/25/2003 | 11/25/2003 | 1268 / 514 | |||||||
New Mexico | Lea | Lea County Board of Commissioners | Navajo Pipeline Co. L.P. | Permit | 2/18/2003 | Permit # RX030219 | ||||||||
New Mexico | Lea | New Mexico State Highway Department | Navajo Refining Company L.P. | Permit | 3/16/2004 | U.S. 180 | ||||||||
New Mexico | Lea | S. E. Cain and wife Lora Cain | American Liberty Pipe Line Company | ROW | 3/15/1939 | 6/27/1949 | 116 / 391 | |||||||
New Mexico | Lea | Nancy Iola Henry | ARCO Pipe Line Company | ROW | 3/30/1995 | 4/21/1995 | 602 / 56 |
C-3
Document | Document | Recording | ||||||||||||
State | County | Original Grantor | Original Grantee | Type | Date | Date | Book / Page | |||||||
New Mexico | Lea | Sam Cain, Administrator of the S. E. Cain Estate | ARCO Pipe Line Company | Surface Easement | 4/26/1973 | 5/17/1973 | 334 / 804 | |||||||
New Mexico | Lea | T. H. Goode and wife Pearle Goode | American Liberty Pipe Line Company | ROW | 3/13/1939 | 6/27/1949 | 116 / 389 | |||||||
New Mexico | Lea | J. B. Harvard and wife Lillie Harvard | American Liberty Pipe Line Company | ROW | 3/17/1939 | 6/27/1949 | 116 / 387 | |||||||
New Mexico | Lea | State of New Mexico | ALOCO Pipe Line Company | Permit | 4/24/1939 | 6/27/1949 | 116 / 383 Permit #M-872 & 1991 Amendment | |||||||
New Mexico | Lea | Lea County Board of Commissioners | Navajo Pipeline Co. L.P. | Permit | 12/16/2003 | Permit #RX0312125 | ||||||||
New Mexico | Lea | Lea County Board of Commissioners | Navajo Pipeline Co. L.P. | Permit | 2/18/2003 | Permit #RX030220 | ||||||||
New Mexico | Lea | Frank Selman and wife Minnie | American Liberty Pipe Line Company | ROW | 3/14/1939 | 6/27/1949 | 116 / 379 | |||||||
New Mexico | Lea | L. D. Cain Jr. and wife Lola Cain | American Liberty Pipe Line Company | ROW | 3/20/1939 | 6/27/1949 | 116 / 393 | |||||||
New Mexico | Lea | Iola Henry | ARCO Pipe Line Company | ROW | 7/1/1993 | 3/24/1994 | 500 / 326 | |||||||
New Mexico | Lea | W. A. Dunnam and wife Bessie Dunnam | American Liberty Pipe Line Company | ROW | 3/14/1939 | 6/27/1949 | 116 / 381 | |||||||
New Mexico | Lea | Thomas William Dunnan | ARCO Pipe Line Company | ROW | 8/30/1993 | 3/24/1994 | 500 / 330 | |||||||
New Mexico | Lea | Ruby Patricia Walch | ARCO Pipe Line Company | ROW | 9/30/1993 | 3/24/1994 | 500 / 334 | |||||||
New Mexico | Lea | James A. Selman | Navajo Pipeline Co. L.P. | ROW | 1/8/2004 | 1/15/2004 | 1278 / 127 | |||||||
New Mexico | Lea | Tanya Hobson | Navajo Pipeline Co. L.P. | ROW | 1/8/2004 | 1/15/2004 | 1278 / 131 | |||||||
New Mexico | Lea | Gary M. Mead | Navajo Pipeline Co. L.P. | ROW | 1/14/2004 | 1/15/2004 | 1267 / 135 | |||||||
New Mexico | Lea | Frank J. Foster and wife Mrs. Frank J. Foster | American Liberty Pipe Line Company | ROW | 3/14/1939 | 6/27/1949 | 116 / 377 |
C-4
Document | Document | Recording | ||||||||||||
State | County | Original Grantor | Original Grantee | Type | Date | Date | Book / Page | |||||||
New Mexico | Lea | New Mexico State Highway and Transportation Department | Navajo Pipeline Company L.P. | Permit | 3/16/2004 | Hwy. #18 Permit # 2-14201 Hobbs Station | ||||||||
New Mexico | Lea | Will Terry | American Liberty Pipe Line Company | ROW | 3/28/1939 | 6/27/1949 | 116 / 375 | |||||||
Gaines to Hobbs Segment 6 | ||||||||||||||
NM | Lea | New Mexico State Highway and Transportation Department | Navajo Pipeline Co. L.P. | Permit | [not dated] circa 04/2004 | | Permit No.2-14235 | |||||||
NM | Lea | Gary M. Schubert Marcia J. Schubert | Navajo Pipeline Co. L.P. | ROW | 3/23/2004 | 5/6/2004 | 1302 / 145 | |||||||
NM | Lea | Jim F. Selman Steven Scarborough | Navajo Pipeline Co. L.P. | ROW | 4/3/2004 | 5/3/2004 | 1301 / 442 | |||||||
NM | Lea | TEPPCO Crude Pipeline, L.P. | Navajo Pipeline Company L.P. | ROW | 6/14/2004 | 7/11/2004 | 1319 / 384 | |||||||
NM | Lea | Lea County Board of Commissioners | Navajo Pipeline Co. L.P. | Permit | 4/1/2004 | | Permit # RX040416 | |||||||
NM | Lea | James A. Selman Jean Selman | Navajo Pipeline Company L.P. | ROW | 3/30/2004 | 5/3/2004 | 1301 / 440 |
C-5
| A 12-inch diameter, 23 mile line running from the Russell, Gaines County, Texas, to the Lovington, Lea County, New Mexico; | |
| An eight-inch diameter, 20 mile line running from Hobbs, Lea County, New Mexico, to Lovington, Lea County, New Mexico; | |
| A 6/8-inch, 11 mile line running from Crouch, Lea County, New Mexico, to Lovington, Lea County, New Mexico; | |
| A six-inch, 20 mile line running from Russell, Gaines County, Texas, to Hobbs, Lea County, New Mexico; | |
| A six-inch, six mile line running from Gaines, Gaines County, Texas, to Hobbs, Lea County, New Mexico; | |
| Maljamar Park Station, including all tanks, pump stations and other associated equipment, including without limitation Tanks 46, 47 and 48, Lea County, New Mexico; | |
| Crouch Station, including all tanks, pump stations and other associated equipment, including without limitation Tank 1038, Lea County, New Mexico; | |
| Monument Junction, including all tanks, pump stations and other associated equipment, Lea County, New Mexico; | |
| Hobbs Station, including all tanks, pump stations and other associated equipment, including without limitation Tanks 5201 and 5202, Lea County, New Mexico; | |
| A four-inch, approximately 14 mile line running from Maljamar Park, Lea County, New Mexico, to Beeson Station, Eddy County, New Mexico; | |
| Maljamar Park lease connection lines, Lea County, New Mexico; | |
| North Monument lease connection lines, Lea County, New Mexico; | |
| South Monument lease connection lines, Lea County, New Mexico; | |
| Monument Sweet lease connection lines, Lea County, New Mexico; | |
| Chevron Lacts at Lovington Station 126 lease connection lines, Lea County, New Mexico. |
D-1
E-1
F-1
| A 12-inch diameter, 23 mile line running from the Russell, Gaines County, Texas, to the Lovington, Lea County, New Mexico; | |
| An eight-inch diameter, 20 mile line running from Hobbs, Lea County, New Mexico, to Lovington, Lea County, New Mexico; | |
| A 6/8-inch, 11 mile line running from Crouch, Lea County, New Mexico, to Lovington, Lea County, New Mexico; | |
| A six-inch, 20 mile line running from Russell, Gaines County, Texas, to Hobbs, Lea County, New Mexico; | |
| A six-inch, six mile line running from Gaines, Gaines County, Texas, to Hobbs, Lea County, New Mexico; | |
| A four-inch, approximately 14 mile line running from Maljamar Park, Lea County, New Mexico, to Beeson Station, Eddy County, New Mexico; | |
| Maljamar Park lease connection lines, Lea County, New Mexico; | |
| North Monument lease connection lines, Lea County, New Mexico; | |
| South Monument lease connection lines, Lea County, New Mexico; | |
| Monument Sweet lease connection lines, Lea County, New Mexico; | |
| Chevron Lacts at Lovington Station 126 lease connection lines, Lea County, New Mexico |
G-1
AND ATTORNMENT AGREEMENT
Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite 3700
Dallas, Texas 75201
Attention: Christopher J. Dewar
AND ATTORNMENT AGREEMENT
Attachment 1-1
Attachment 1-2
Attachment 1-3
Attachment 1-4
Attachment 1-5
Attachment 1-6
Attachment 1-7
If to Administrative Agent: | Union Bank of California, N.A. | |
445 South Figueroa Street, 15th Floor | ||
Los Angeles, California 90071 | ||
Attention: Sean Murphy | ||
Telecopy: (213)  ###-###-#### | ||
If to Holly: | Holly Corporation | |
100 Crescent Court, Suite 1600 | ||
Dallas, Texas ###-###-#### | ||
Attention: General Counsel | ||
Telecopy: (214)  ###-###-#### |
Attachment 1-8
Attachment 1-9
ADMINISTRATIVE AGENT: | UNION BANK OF CALIFORNIA, N.A., as Administrative Agent | |||
By: | ||||
Name: | ||||
Title: | ||||
HOLLY: | HOLLY CORPORATION | |||
By: | ||||
Bruce R. Shaw | ||||
Senior Vice President and Chief Financial Officer |
Attachment 1-10
HEP PIPELINE, L.L.C. | ||||
By: | HOLLY ENERGY PARTNERS OPERATING, L.P., its Sole Member | |||
By: | ||||
David G. Blair, | ||||
Senior Vice President |
Attachment 1-11
THE STATE OF TEXAS | § | |
§ | ||
COUNTY OF DALLAS | § |
Notary Public in and for the State of Texas | ||||
Printed Name of Notary | ||||
Attachment 1-12
THE STATE OF TEXAS | § | |
§ | ||
COUNTY OF DALLAS | § |
Notary Public in and for the State of Texas | ||||
Printed Name of Notary | ||||
Attachment 1-13
THE STATE OF TEXAS | § | |
§ | ||
COUNTY OF DALLAS | § |
Notary Public in and for the State of Texas | ||||
Printed Name of Notary | ||||
Attachment 1-14
Attachment 1-15
Lovington Crude Oil Pipeline Tankage | Lea County, New Mexico |
Original | Document | Document | Recording | |||||
Grantee | Type | Date | Date | Book / Page | ||||
2. Crouch Station | ||||||||
Navajo Refining Company | Business Lease | 4/1/1999 | | BL-1482 | ||||
3. Monument Junction | ||||||||
Navajo Pipeline Company | Lease | 8/13/2001 | | BL No. 1554 |
Attachment 1-16
Attachment 1-17
Lovington Delivery System: | Lea County, New Mexico |
Document | Document | Recording | ||||||||||||
State | County | Original Grantor | Original Grantee | Type | Date | Date | Book / Page | |||||||
Russell to Lovington Segment | ||||||||||||||
New Mexico | Lea | Valetta Ruth Fingado | Navajo Pipeline Co. L.P. | ROW | 12/30/2005 | 2/16/2006 | 1427 / 416 | |||||||
New Mexico | Lea | Arly Ray Canada | Navajo Pipeline Co. L.P. | ROW | 1/12/2006 | 2/16/2006 | 1427 / 412 | |||||||
New Mexico | Lea | Linda G. Cade | Navajo Pipeline Co. L.P. | ROW | 1/7/2006 | 2/16/2006 | 1427 / 424 | |||||||
New Mexico | Lea | Darrell W. Haden | Navajo Pipeline Co. L.P. | ROW | 2/23/2006 | 4/27/2006 | 1439 / 710 | |||||||
New Mexico | Lea | Billy B. Powell and Linda J. Powell | Navajo Pipeline Co. L.P. | ROW | 1/5/2006 | 3/7/2006 | 1431 / 69 | |||||||
New Mexico | Lea | Billy B. Powell and Linda J. Powell | Navajo Pipeline Co. L.P. | ROW | 1/23/2006 | 3/7/2006 | 1431 / 78 | |||||||
New Mexico | Lea | New Mexico State Highway and Transportation | Navajo Pipeline Co. L.P. | Permit | Secs. 34 & 35 | |||||||||
New Mexico | Lea | James L. Blandin and Terry L. Blandin | Navajo Pipeline Co. L.P. | ROW | 1/11/2006 | 3/7/2006 | 1431 / 65 | |||||||
New Mexico | Lea | Lea County Board of Commissioners | Navajo Pipeline Co. L.P. | Permit | 1/5/2006 | Secs. 33 & 34 | ||||||||
New Mexico | Lea | Mary Dobry | Navajo Pipeline Co. L.P. | ROW | 12/30/2005 | 2/16/2006 | 1427 / 407 | |||||||
New Mexico | Lea | Lawrence Enterprises Trustee: Larry Parker | Navajo pipeline Co. L.P. | ROW | 12/12/2005 | 2/16/2006 | 1427 / 403 | |||||||
New Mexico | Lea | Clayton M. Hughes and Calvin Wayne Smith | Navajo Pipeline Co. L.P. | ROW | 12/5/2005 | 3/7/2006 | 1431 / 74 | |||||||
New Mexico | Lea | Phillip Berry and Aetna Berry | Navajo Pipeline Co. L.P. | ROW | 1/9/2006 | 3/7/2006 | 1431 / 82 |
Attachment 1-18
Document | Document | Recording | ||||||||||||
State | County | Original Grantor | Original Grantee | Type | Date | Date | Book / Page | |||||||
New Mexico | Lea | State of New Mexico | Navajo Pipeline Company L.P. | Tract 036-019 ROW | No. 29761 | |||||||||
New Mexico | Lea | Lea County Board of Commissioners | Navajo Pipeline Co. L.P. | Permit | 1/5/2006 | Secs. 35 & 36 | ||||||||
Lawrence Family Trust Trustee: | ||||||||||||||
New Mexico | Lea | Walter Jeffry Norris | Navajo Pipeline Co. L.P. | ROW | 12/28/2005 | 2/16/2005 | 1427 / 396 | |||||||
New Mexico | Lea | City of Lovington | Navajo Pipeline Co. L.P. | ROW | 1/24/2005 | 1486 / 154 | ||||||||
New Mexico | Lea | New Mexico State Highway and Transportation | Navajo Pipeline Co. L.P. | Permit | 4/20/2006 | Sec. 35 | ||||||||
New Mexico | Lea | Austin Northwestern Railroad Company, Inc. | Navajo Pipeline Co. L.P. | License | 2/15/2006 | |||||||||
Hobbs to Lovington Segment | ||||||||||||||
New Mexico | Lea | City of Lovington | Southern Union Refining Company | ROW | 6/27/1979 | 7/23/1979 | 375 / 286 | |||||||
New Mexico | Lea | Thula M. Caylor, a/k/a Thula M. Caylor Fife | Southern Union Refining Company | ROW | 375 / 269 | |||||||||
New Mexico | Lea | Mary E. Caylor | Southern Union Refining Company | ROW | 6/14/1979 | 7/23/1979 | 375 / 266 | |||||||
New Mexico | Lea | E.D. & Susie L. Shipp | Southern Union Refining Company | ROW | 6/7/1979 | 7/23/1979 | 375 / 280 | |||||||
New Mexico | Lea | State of New Mexico | Southern Union Refining Company | ROW | 5/22/1979 | | 379 / 90 ROW No. 20094 | |||||||
New Mexico | Lea | Charles D. and Florena R. Blakey | Southern Union Refining Company | ROW | 6/7/1979 | 7/23/1979 | 375 / 275 | |||||||
New Mexico | Lea | Muriel McNeill, Executrix for the Will N. Terry Trust | Southern Union Refining Company | ROW | 7/19/1979 | 7/23/1979 | 375 / 289 | |||||||
New Mexico | Lea | Muriel McNeill | Southern Union Refining Company | ROW | 7/19/1979 | 7/23/1979 | 375 / 297 | |||||||
New Mexico | Lea | State of New Mexico | Southern Union Refining Company | ROW | U.S. Hwy. 62 and 180 | |||||||||
New Mexico | Lea | Clara Fowler | Southern Union Refining Company | ROW | 6/7/1979 | 9/18/1979 | 376 / 437 |
Attachment 1-19
Document | Document | Recording | ||||||||||||
State | County | Original Grantor | Original Grantee | Type | Date | Date | Book / Page | |||||||
New Mexico | Lea | Wayne A. Cochran, et al | Southern Union Refining Company | ROW | 6/19/1979 | 7/23/1979 | 375 / 258 | |||||||
New Mexico | Lea | Ruth Furneaux | Southern Union Refining Company | ROW | 7/19/1979 | 1/16/1980 | 378 / 641 | |||||||
New Mexico | Lea | Marcia McNeill Blackburn | Southern Union Refining Company | ROW | 7/19/1979 | 7/23/1979 | 375 / 305 | |||||||
New Mexico | Lea | Arco Pipeline Co. | Southern Union Refining Company | ROW | 8/8/1979 | 9/10/1979 | 376 / 270 | |||||||
New Mexico | Lea | Austin & Northwestern Railroad Co., Inc. (Texas New Mexico Railroad) | Navajo Refining Company, L.P. (Southern Union Refining Company) | License | 5/10/2002 | TNMR No. 78994 | ||||||||
Crouch to Lovington Segment | ||||||||||||||
New Mexico | Lea | State of New Mexico, Commissioner of Public Lands | Koch Industries, Inc. | ROW | 2/11/1974 | 3/15/1974 | 339 / 756 | |||||||
New Mexico | Lea | Fredda Turner Durham and Dorothy Turner ScHarbauer | Koch Industries, Inc. | ROW | 1/31/1974 | 339 / 846 | ||||||||
New Mexico | Lea | Fredda Turner Durham and Dorothy Turner ScHarbauer | Koch Industries, Inc. | ROW | 8/20/1974 | 342 / 615 | ||||||||
Russell to Hobbs Segment | ||||||||||||||
New Mexico | Lea | Lea County Board of Directors | Navajo Pipeline Co. L.P. | Permit | 12/16/2003 | Permit # RX0312124 | ||||||||
New Mexico | Lea | VMJ, Inc. Kress Jones, President | Navajo Refining Company L.P. | ROW | 11/25/2003 | 11/25/2003 | 1268 / 514 | |||||||
New Mexico | Lea | Lea County Board of Commissioners | Navajo Pipeline Co. L.P. | Permit | 2/18/2003 | Permit # RX030219 | ||||||||
New Mexico | Lea | New Mexico State Highway Department | Navajo Refining Company L.P. | Permit | 3/16/2004 | U.S. 180 | ||||||||
New Mexico | Lea | S. E. Cain and wife Lora Cain | American Liberty Pipe Line Company | ROW | 3/15/1939 | 6/27/1949 | 116 / 391 | |||||||
New Mexico | Lea | Nancy Iola Henry | ARCO Pipe Line Company | ROW | 3/30/1995 | 4/21/1995 | 602 / 56 |
Attachment 1-20
Document | Document | Recording | ||||||||||||
State | County | Original Grantor | Original Grantee | Type | Date | Date | Book / Page | |||||||
New Mexico | Lea | Sam Cain, Administrator of the S. E. Cain Estate | ARCO Pipe Line Company | Surface Easement | 4/26/1973 | 5/17/1973 | 334 / 804 | |||||||
New Mexico | Lea | T. H. Goode and wife Pearle Goode | American Liberty Pipe Line Company | ROW | 3/13/1939 | 6/27/1949 | 116 / 389 | |||||||
New Mexico | Lea | J. B. Harvard and wife Lillie Harvard | American Liberty Pipe Line Company | ROW | 3/17/1939 | 6/27/1949 | 116 / 387 | |||||||
New Mexico | Lea | State of New Mexico | ALOCO Pipe Line Company | Permit | 4/24/1939 | 6/27/1949 | 116 / 383 Permit #M-872 & 1991 Amendment | |||||||
New Mexico | Lea | Lea County Board of Commissioners | Navajo Pipeline Co. L.P. | Permit | 12/16/2003 | Permit #RX0312125 | ||||||||
New Mexico | Lea | Lea County Board of Commissioners | Navajo Pipeline Co. L.P. | Permit | 2/18/2003 | Permit #RX030220 | ||||||||
New Mexico | Lea | Frank Selman and wife Minnie | American Liberty Pipe Line Company | ROW | 3/14/1939 | 6/27/1949 | 116 / 379 | |||||||
New Mexico | Lea | L. D. Cain Jr. and wife Lola Cain | American Liberty Pipe Line Company | ROW | 3/20/1939 | 6/27/1949 | 116 / 393 | |||||||
New Mexico | Lea | Iola Henry | ARCO Pipe Line Company | ROW | 7/1/1993 | 3/24/1994 | 500 / 326 | |||||||
New Mexico | Lea | W. A. Dunnam and wife Bessie Dunnam | American Liberty Pipe Line Company | ROW | 3/14/1939 | 6/27/1949 | 116 / 381 | |||||||
New Mexico | Lea | Thomas William Dunnan | ARCO Pipe Line Company | ROW | 8/30/1993 | 3/24/1994 | 500 / 330 | |||||||
New Mexico | Lea | Ruby Patricia Walch | ARCO Pipe Line Company | ROW | 9/30/1993 | 3/24/1994 | 500 / 334 | |||||||
New Mexico | Lea | James A. Selman | Navajo Pipeline Co. L.P. | ROW | 1/8/2004 | 1/15/2004 | 1278 / 127 | |||||||
New Mexico | Lea | Tanya Hobson | Navajo Pipeline Co. L.P. | ROW | 1/8/2004 | 1/15/2004 | 1278 / 131 | |||||||
New Mexico | Lea | Gary M. Mead | Navajo Pipeline Co. L.P. | ROW | 1/14/2004 | 1/15/2004 | 1267 / 135 | |||||||
New Mexico | Lea | Frank J. Foster and wife Mrs. Frank J. Foster | American Liberty Pipe Line Company | ROW | 3/14/1939 | 6/27/1949 | 116 / 377 |
Attachment 1-21
Document | Document | Recording | ||||||||||||
State | County | Original Grantor | Original Grantee | Type | Date | Date | Book / Page | |||||||
New Mexico | Lea | New Mexico State Highway and Transportation Department | Navajo Pipeline Company L.P. | Permit | 3/16/2004 | Hwy. #18 Permit # 2-14201 Hobbs Station | ||||||||
New Mexico | Lea | Will Terry | American Liberty Pipe Line Company | ROW | 3/28/1939 | 6/27/1949 | 116 / 375 | |||||||
Gaines to Hobbs Segment 6 | ||||||||||||||
NM | Lea | New Mexico State Highway and Transportation Department | Navajo Pipeline Co. L.P. | Permit | [not dated] circa 04/2004 | | Permit No.2-14235 | |||||||
NM | Lea | Gary M. Schubert Marcia J. Schubert | Navajo Pipeline Co. L.P. | ROW | 3/23/2004 | 5/6/2004 | 1302 / 145 | |||||||
NM | Lea | Jim F. Selman Steven Scarborough | Navajo Pipeline Co. L.P. | ROW | 4/3/2004 | 5/3/2004 | 1301 / 442 | |||||||
NM | Lea | TEPPCO Crude Pipeline, L.P. | Navajo Pipeline Company L.P. | ROW | 6/14/2004 | 7/11/2004 | 1319 / 384 | |||||||
NM | Lea | Lea County Board of Commissioners | Navajo Pipeline Co. L.P. | Permit | 4/1/2004 | | Permit # RX040416 | |||||||
NM | Lea | James A. Selman Jean Selman | Navajo Pipeline Company L.P. | ROW | 3/30/2004 | 5/3/2004 | 1301 / 440 |
Attachment 1-22
| A 12-inch diameter, 23 mile line running from the Russell, Gaines County, Texas, to the Lovington, Lea County, New Mexico; | |
| An eight-inch diameter, 20 mile line running from Hobbs, Lea County, New Mexico, to Lovington, Lea County, New Mexico; | |
| A 6/8-inch, 11 mile line running from Crouch, Lea County, New Mexico, to Lovington, Lea County, New Mexico; | |
| A six-inch, 20 mile line running from Russell, Gaines County, Texas, to Hobbs, Lea County, New Mexico; | |
| A six-inch, six mile line running from Gaines, Gaines County, Texas, to Hobbs, Lea County, New Mexico; | |
| Maljamar Park Station, including all tanks, pump stations and other associated equipment, including without limitation Tanks 46, 47 and 48, Lea County, New Mexico; | |
| Crouch Station, including all tanks, pump stations and other associated equipment, including without limitation Tank 1038, Lea County, New Mexico; | |
| Monument Junction, including all tanks, pump stations and other associated equipment, Lea County, New Mexico; | |
| Hobbs Station, including all tanks, pump stations and other associated equipment, including without limitation Tanks 5201 and 5202, Lea County, New Mexico; | |
| A four-inch, approximately 14 mile line running from Maljamar Park, Lea County, New Mexico, to Beeson Station, Eddy County, New Mexico; | |
| Maljamar Park lease connection lines, Lea County, New Mexico; | |
| North Monument lease connection lines, Lea County, New Mexico; | |
| South Monument lease connection lines, Lea County, New Mexico; | |
| Monument Sweet lease connection lines, Lea County, New Mexico; | |
| Chevron Lacts at Lovington Station 126 lease connection lines, Lea County, New Mexico. |
Attachment 1-23
Attachment 1-24
Attachment 1-25
| A 12-inch diameter, 23 mile line running from the Russell, Gaines County, Texas, to the Lovington, Lea County, New Mexico; | |
| An eight-inch diameter, 20 mile line running from Hobbs, Lea County, New Mexico, to Lovington, Lea County, New Mexico; | |
| A 6/8-inch, 11 mile line running from Crouch, Lea County, New Mexico, to Lovington, Lea County, New Mexico; | |
| A six-inch, 20 mile line running from Russell, Gaines County, Texas, to Hobbs, Lea County, New Mexico; | |
| A six-inch, six mile line running from Gaines, Gaines County, Texas, to Hobbs, Lea County, New Mexico; | |
| A four-inch, approximately 14 mile line running from Maljamar Park, Lea County, New Mexico, to Beeson Station, Eddy County, New Mexico; | |
| Maljamar Park lease connection lines, Lea County, New Mexico; | |
| North Monument lease connection lines, Lea County, New Mexico; | |
| South Monument lease connection lines, Lea County, New Mexico; | |
| Monument Sweet lease connection lines, Lea County, New Mexico; | |
| Chevron Lacts at Lovington Station 126 lease connection lines, Lea County, New Mexico |
Attachment 1-26