Second Amended and Restated Transportation Services Agreement, dated as of February 23, 2023, by and between UNEV Pipeline, LLC and HF Sinclair Refining & Marketing LLC

Definitions.

Minimum Volume Commitment.

Minimum Volume Commitment. Except as otherwise provided in this Agreement, Shipper agrees that each Calendar Quarter it will tender for Actual Shipments on the Pipeline, or pay a Deficiency Payment for, at least the Quarterly Minimum Volume Commitment in accordance with the terms and conditions of this Agreement.

Deficiency Payment. Except as otherwise provided in this Agreement, if Shipper’s Actual Shipments during any Calendar Quarter total less than the Quarterly Minimum Volume Commitment, UNEV shall deliver to Shipper a written notice (the “Deficiency Notice”) that specifies (i) the volume of the deficiency, and (ii) the Deficiency Payment for such Calendar Quarter. The “Deficiency Payment” for any Calendar Quarter means a dollar payment equal to the difference between (A) the product of (1) Quarterly Minimum Volume Commitment, and (2) the applicable Incentive Rate, and (B) the total charges incurred by Shipper for Actual Shipments in such Calendar Quarter. UNEV shall calculate each Deficiency Payment on a Calendar Quarterly basis and shall deliver a Deficiency Notice not later than twenty (20) days following the end of any Calendar Quarter in which Shipper failed to tender its Minimum Volume Commitment. Shipper shall pay the Deficiency Payment to UNEV within ten (10) days of its receipt of the Deficiency Notice related thereto. To the extent that Shipper ships Excess Barrels during any following

Term.

Term. The term of this Agreement shall commence on the Commencement Date and shall continue until February 28, 2032 (the “Term”).

Commencement Date. The commencement date (the “Commencement Date”) shall be March 1, 2023.

Extended Term. Provided Shipper is not in default of its obligations under this Agreement as of the date of giving notice of extension, Shipper shall have the right to extend the Term of this Agreement for one additional five (5) or ten (10) year term, at the applicable Incentive Rate pursuant to Section 4. Shipper shall exercise such right by giving to UNEV written notice of such exercise by no later than 365 days prior to the last day of the then existing Term. If so exercised, the “Term” shall mean, collectively, the initial Term (as provided in Section 3.1) and any extended term pursuant to this Section 3.3.

Tariff Rates and Billing.

Incentive Rates. Subject to the provisions of this Section 4, the initial “Incentive Rates” for volumes transported by Shipper on the Pipeline until such Shipper has met its Quarterly Minimum Volume Commitment shall be as set forth in the schedule below:

North Salt Lake City, UT

North Salt Lake City, UT

Non-Incentive Rates. Subject to the provisions of this Section 4, the tariff rate payable for any Excess Barrels shall be the Non-Incentive Rate for uncommitted volumes set forth in the Rate Tariff (the “Non-Incentive Rate”). The initial Non-Incentive Rate for deliveries from the Salt Lake City Connection Point to Cedar City, Utah shall be $4.8399 per barrel and to Las Vegas, Nevada shall be $6.0499 per barrel for Refined Petroleum Products, subject to future rate changes that conform to Applicable Law and to Section 4.5 hereof.

Adjustments to Incentive Rate. Notwithstanding anything in this Section 4 to the contrary, the initial Incentive Rate set forth in Section 4.1 shall be increased annually as of July 1 of each calendar year beginning the first July 1 following the Commencement Date by any increase in the index promulgated by FERC in accordance with the FERC’s indexing methodology currently set forth at 18 C.F.R. § 342.3, including future amendments or modifications thereof. The initial Incentive Rates set forth in Section 4.1 including any increase pursuant to this Section 4.3, are referred to herein as the “Incentive Rates”. In the event the FERC terminates its indexing methodology during the Term of this Agreement, the Incentive Rates shall continue to be increased annually as of July 1 of each year for the remainder of the Term of this Agreement using the Producer Price Index for Finished Goods (“PPI”) published each year. If, in any year of the Term, there is a decrease in the index promulgated by FERC or the application of the PPI would result in a decrease, the Incentive Rates shall not be reduced, but shall remain the same as the immediately preceding year. Illustrations of the application of the current FERC indexing methodology to the Incentive Rates appear in Attachment B hereto. If the PPI is no longer published, UNEV and Shipper shall negotiate in good faith to agree on a new index that is recognized in the refined product pipeline industry and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the rates hereunder. If UNEV and Shipper are unable to agree, a new index will be determined by binding arbitration, and the same method of adjustment for increases or decreases in the new index shall be used to calculate increases or decreases in the rates hereunder.

Adjustments to Initial Non-Incentive Rates. Notwithstanding anything in this Section 4 to the contrary, the initial Non-Incentive Rate set forth in Section 4.2 shall be adjusted annually as of July 1 of each calendar year beginning the first July 1 following the Commencement Date in accordance with the index promulgated by FERC in accordance with the FERC’s indexing methodology currently set forth at 18 C.F.R. § 342.3, including future amendments or modifications thereof. The initial Non-Incentive Rate set forth in Section 4.2 including any adjustment pursuant to this Section 4.4, are referred to herein as the “Non-Incentive Rates”. In the event the FERC terminates its indexing methodology during the Term of this Agreement, the Non-Incentive Rates shall continue to be adjusted annually as of July 1 of each year for the remainder of the Term of this Agreement using the PPI published each year. If, in any year of the Term, there is a decrease in the index promulgated by FERC or the application of the PPI would result in a decrease, the Non-Incentive Rates shall not be reduced, but shall remain the same as the immediately preceding year. Illustrations of the application of the current FERC indexing methodology to the Non-Incentive Rates appear in Attachment B hereto.

Adjustments for Non-Incentive Rates for Third Parties. Subject to the provisions of this Section 4.5, during the initial Term of this Agreement, UNEV agrees not to (a) post, for any service, a Non-Incentive Rate that is equal to or lower than the highest Incentive Rate for the same service, provided that UNEV shall be permitted to introduce new services at rates it determines are acceptable. In the event UNEV is required by any Governmental Authority to reduce the Non-Incentive Rate for any service to a rate that is less than the Incentive Rate for the same, then notwithstanding Section 4.2 hereof, for as long as the reduced Non-Incentive Rate remains in effect, UNEV shall reduce the Incentive Rate for such service to a rate per barrel that is equal to the Non-Incentive Rate for the same service. If the reduced Non-Incentive Rate is later increased pursuant to Applicable Law, the corresponding Incentive Rate will increase to less than the lesser of (a) the then-current Non-Incentive Rate or (b) the applicable Incentive Rate as calculated under Section 4.1 hereof without regard to this Section 4.5.

Access. At Shipper’s request, UNEV shall provide reasonable access, at Shipper’s cost and under customary terms and conditions and subject to Applicable Law, to Shipper if Shipper desires to make physical connections at the Salt Lake City Connection Point.

Acceptance of Tariff Rate Changes. Shipper agrees to any tariff rate changes determined in accordance with this Agreement. Shipper agrees not to challenge, or to cause its Affiliates to challenge, or to encourage or recommend to any other Person that it challenge, or voluntarily assist in any way any other Person in challenging, the tariff rates of UNEV relating to the Pipeline that are in effect at any time during the term of this Agreement, so long as such tariff rates are made in accordance with, or do not conflict with the terms of this Agreement.

Monthly Statement. Each month during the Term of this Agreement, UNEV will deliver a statement (the “Statement”) to Shipper on or before the 20^th day of each month setting forth the fees due to UNEV for the services rendered under this Agreement for the prior month calculated as the sum of (a) the Incentive Rate multiplied by the Actual Shipments for such month that equal or are less than the Quarterly Minimum Volume Commitment, plus (b) any amounts due pursuant to Section 2.2 hereof.

Payment. Shipper will pay UNEV the amount specified on the Statement in the form of immediately available federal funds by wire transfer to the bank account specified on the Statement, or any other mutually agreed upon method, within 10 days after receipt of the Statement (the “Due Date”). Payments of the Non-Incentive Rates shall be made when and in the manner provided in the Pipeline Tariffs.

Interest on Late Payments. Payments not received by UNEV on or prior to the Due Date will accrue interest at a rate equal to 125% of the prime rate of interest as reported in the Wall Street Journal as of the first of the month in which the charges are due or the maximum finance rate allowed by Applicable Law, whichever is less.

[Intentionally omitted]

Services; Rules and Regulations.

Services. The services provided by UNEV pursuant to this Agreement shall consist of Refined Petroleum Product transportation services from the Salt Lake City Connection Point, to the Cedar City Terminal and the Las Vegas Terminal.

Rules and Regulations. Shipper shall comply with the terms of UNEV’s Public Tariff, Rules Tariff, Rules Tariff and/or Intrastate Rate Notice, as applicable. UNEV reserves the right to modify, amend, or change the Pipeline Tariffs at any time in its sole discretion.

Line Fill. Shipper shall provide its pro rata share of line fill as required by the Pipeline Tariffs.

Tank Bottoms. Shipper shall provide its pro rata share of total combined tank bottoms of both Cedar City and Las Vegas Terminals.

Apportionment.

Prorationing Pursuant to Pipeline Tariffs. Notwithstanding any other provision of this Agreement, to the extent permitted by Applicable Laws, the terms of the prorationing provisions of the Pipeline Tariffs shall not apply to Shipper’s Actual Shipments up to the amount of the Minimum Volume Commitment under this Agreement.

Effect of Prorationing on Deficiency Payment. If, in any Calendar Quarter, the Available Capacity apportioned to Shipper in accordance with the Rules Tariff is less than the Quarterly Minimum Volume Commitment for that Calendar Quarter and, as a result, Shipper’s Actual Shipments are less than its Quarterly Minimum Volume Commitment for that Calendar Quarter, then Shipper shall not be required to pay the Deficiency Payment for barrels that were unable to be transported due to such apportionment.

[Intentionally omitted].

Duty to Support.

Indemnification

Indemnification by Shipper. To the extent permitted by Applicable Law and this Agreement, Shipper agrees to defend, hold harmless and indemnify UNEV and its Affiliates and their respective members, managers, directors, officers, employees, agents and other representatives (the “UNEV Indemnified Parties”), from and against all liabilities, losses, damages, claims (including claims for contribution and/or indemnity), suits, penalties, fines, judgments, costs and expenses (including reasonable attorneys’ fees and other costs of litigation) (collectively, “Losses”), resulting from, associated with or arising out of (i) Shipper’s failure to comply with Applicable Laws, (ii) bodily injury or death of any Person, including, without limitation, Shipper’s and UNEV’s employees, agents and representatives, (iii) damage to natural resources or to property of any nature, including without limitation, that involving the products and other property of Shipper, third party shippers, the Pipeline and other property of UNEV, or (iv) discharges, spills or leaks of products; but in each case except to the extent caused by the negligence, gross negligence or wilful acts or omissions of any of the UNEV Indemnified Parties.

Indemnification by UNEV. To the extent permitted by Applicable Law and this Agreement, UNEV agrees to defend, hold harmless and indemnify Shipper and its Affiliates and their respective members, managers, directors, officers, employees, agents and other representatives (the “Shipper Indemnified Parties”), from and against Losses resulting from, associated with or arising out of (i) UNEV’s failure to comply with Applicable Laws, (ii) bodily injury or death of any Person, including, without limitation, Shipper’s and UNEV’s employees, agents and representatives, (iii) damage to natural resources or to property of any nature, including without limitation, that involving the products and other property of Shipper, third party shippers, the Pipeline and other property of UNEV, or (iv) discharges, spills or leaks of products; but in each case except to the extent caused by the negligence, gross negligence or wilful acts or omissions of any of the Shipper Indemnified Parties.

Limitations on Liability.

Force Majeure.

Force Majeure. UNEV shall be relieved from liability hereunder for delay or failure to receive, transport or deliver product hereunder for the time and to the extent such delay or failure is occasioned by reason of Force Majeure and, such obligations of UNEV, insofar as they are affected by such Force Majeure, shall be suspended during the continuance of any inability so caused, but for no longer period, and such cause shall so far as practicable be remedied with all reasonable dispatch. UNEV shall promptly notify Shipper in writing of any Force Majeure event under this Section 12.1, and shall provide a non-binding, written estimate of the anticipated duration of the Force Majeure event.

Effect of Force Majeure on Deficiency Payments. The obligation of Shipper to make accrued and due Deficiency Payments hereunder shall not be suspended as a result of Force Majeure affecting UNEV; provided, however, that Shipper’s obligation for ongoing Deficiency Payments shall be suspended during the continuance of a Force Majeure event. The Term of this Agreement shall be extended by the amount of time Deficiency Payments are suspended due to a Force Majeure event. If the Force Majeure event shall have continued for a period of one hundred and eighty (180) days, then either Party may, at its option, elect to terminate this Agreement by written notice to the other Party given prior to the cessation of the Force Majeure event. If either Party shall terminate this Agreement pursuant to the immediately preceding sentence, Shipper shall not incur any further Deficiency Payment obligations on or after the effective date of the termination.

Common Carrier; Compliance with Laws.

Common Carrier. It is understood that the Pipeline and related facilities will be operated as common carrier property, and Shipper’s rights hereunder shall be subject to all Applicable Laws related to common carrier pipelines. The terms and provisions of the Rules Tariff and the Rate Tariff shall apply to the transportation services provided hereunder.

Compliance with Laws. Both Parties shall, in carrying out the terms and provisions hereof, abide by all present and future Applicable Laws of any Governmental Authorities having jurisdiction. This Agreement shall be governed and construed according to the laws of the State of Utah, without regard to principles of conflict of laws that, if applied, might require the application of the laws of another jurisdiction.

Severability. If any part of this Agreement is found invalid by a court of competent jurisdiction or is in conflict with any such valid and applicable law, statute, regulation, order, or rule, the Parties shall negotiate in good faith to appropriately amend this Agreement so that the revised Agreement validly accomplishes as nearly as possible the terms and conditions that existed under this Agreement upon the date of execution or most recent amendment.

Compliance with Governmental Directives Regarding Facilities. In the event, at any time after the Effective Date of this Agreement, any Governmental Authority, pursuant to an industry wide order or directive, shall require the installation of facilities or fixtures, or require changes in UNEV’s normal operating procedures, UNEV shall notify Shipper of the necessity and cost of such installation of facilities or fixtures, or changes in operating procedures, and UNEV and Shipper shall work, in good faith, to provide for such installation of facilities or fixtures, or to make such necessary changes to UNEV’s operating procedures, and to adjust the consideration hereunder to reflect UNEV’s additional costs of compliance. In the event Shipper or UNEV decides that such increase in costs or change in operating procedure is excessive, either party may, upon sixty (60) days written notice, cancel those portions of the Agreement which are affected. Shipper expressly relieves UNEV of any and all obligations hereunder to provide facilities and/or services when such facilities and/or services are contrary to any Applicable Law or determination by any Governmental Authority with jurisdiction.

Compliance with Governmental Directives Regarding Operations. In addition, if at any time after the Effective Date of this Agreement, any Governmental Authority shall require the installation of facilities or fixtures, or require changes in UNEV’s normal operating procedures relating solely to facilities used exclusively by Shipper and other third parties, and in the event that UNEV decides that such increases in costs or changes in operating procedure is onerous or prohibitive, and UNEV decides to sell or close the facilities, UNEV may terminate this entire Agreement by giving Shipper sixty (60) days written notice.

Shipper’s Credit Rating.

Minimum Financial Condition. At all times during the Term of this Agreement, Shipper shall ensure that there is no Material Adverse Change (as defined below). As used herein, the term “Material Adverse Change” means a material adverse change in (a) the condition (financial or otherwise), business, performance, operations or properties of Shipper or any Guarantor hereunder; (b) the legality, validity or enforceability of this Agreement; or (c) the ability of Shipper to meet its obligations under this Agreement. In the event of an event that causes or could reasonably be expected to cause a Material Adverse Change (a “Material Adverse Event”), Shipper shall promptly advise UNEV in detail in writing of such occurrence. Within ten (10) days after the occurrence of a Material Adverse Event and demand by UNEV, Shipper shall provide UNEV adequate assurances of Shipper’s

Minimum Credit Rating

Moody’s Investor Services

Standard & Poor’s

Dominion Bond Rating Service

Credit Enhancement. In addition to the foregoing, upon the occurrence of a Material Adverse Event, then Shipper shall, within seven (7) days after the date of the Material Adverse Event and UNEV’s written demand, provide to UNEV a letter of credit or other credit enhancement from a bank, financial institution or other third party acceptable to UNEV in its sole discretion. Such letter of credit or other credit enhancement shall be for a principal amount that is equal to the Shipper’s total then current Minimum Volume Commitment for the twelve (12) month period commencing on the date of such letter of credit or other credit enhancement and shall otherwise be on terms and conditions acceptable to UNEV in its sole discretion.

Assignment.

Enforceable Right.

Entire Agreement.

Independent Contractor Status.

Headings.

No Jury Trial.

Waiver.

Notices.

Construction.

Interpretation. Unless otherwise expressly specified herein, (i) defined terms in the singular shall also include the plural and vice versa, (ii) the words “hereof”, “herein”, “hereunder” and other similar words refer to this Agreement as a whole, (iii) Section and Attachment references in this Agreement are to Sections of or Attachments to this Agreement, (iv) words of any gender (masculine, feminine, neuter) mean and include correlative words of the other genders; and (v) the word, “including” means “including without limitation”.

Captions. The captions in this Agreement are for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

Subcontract.

Conflicts of Interest.

Confidentiality.

Default

Shipper: HF SINCLAIR REFINING & MARKETING LLC

Shipper’s Minimum Volume Commitment:

North Salt Lake City, UT

North Salt Lake City, UT

Shipper’s Contact Information:

Non-Incentive Rates will change annually effective July 1 as follows:

Incentive Rates may change annually effective July 1 as follows:

FERC Index = any increase or decrease in the index promulgated by FERC in accordance with the FERC’s indexing methodology currently set forth at 18 C.F.R. §342.3, including future amendments or modifications thereof.