FIRST AMENDMENT TO PIPELINE SYSTEMS OPERATING AGREEMENT

EX-10.5 6 d72032exv10w5.htm EX-10.5 exv10w5
Exhibit 10.5
EXECUTION VERSION
FIRST AMENDMENT TO
PIPELINE SYSTEMS OPERATING AGREEMENT
     THIS FIRST AMENDMENT TO PIPELINE SYSTEMS OPERATING AGREEMENT (this “Amendment”) is made and entered into as of this 31st day of March, 2010 by and among Navajo Refining Company, L.L.C., a Delaware limited liability company (“Navajo Refining”), Lea Refining Company, a Delaware corporation (“Lea Refining”), Woods Cross Refining Company, L.L.C., a Delaware limited liability company (“Woods Cross Refining”), Holly Refining & Marketing — Tulsa LLC, a Delaware limited liability company (“Holly Refining Tulsa” and, together with Navajo Refining, Lea Refining, and Woods Cross Refining, the “Holly Entities”), and Holly Energy Partners—Operating, L.P., a Delaware limited partnership (“Operator”). Each of the Holly Entities and the Operator are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
     WHEREAS, the Parties entered into that certain Pipeline Systems Operating Agreement on February 8, 2010, to be effective as of December 1, 2009 (the “Agreement”), and now desire to amend certain provisions of such Agreement, as set forth herein in connection with the acquisition of certain assets by certain of the subsidiaries of Operator from certain of the Holly Entities. Capitalized terms used, but not defined, herein shall have the meanings given to them in the Agreement.
     NOW, THEREFORE, in consideration of the foregoing recitals and the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, do hereby agree as follows:
     1. Amendment to Exhibit A. Exhibit A is hereby amended and restated in its entirety as set forth on Exhibit A-1 hereto.
     2. Amendment to Exhibit B. Exhibit B is hereby amended and restated in its entirety as set forth on Exhibit B-1 hereto.
     3. No Further Amendment; Miscellaneous. Except as amended hereby, all of the terms and conditions of the Agreement shall remain in full force and effect. The “General Conditions; Miscellaneous” provisions set forth in Sections 13.1, 13.2, 13.3, 13.4, 13.5, 13.8, 13.12, 13.13, 13.15, and 13.16 of the Agreement, are hereby incorporated herein by reference.
[Signature Page Follows]

 


 

     IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment to Pipeline Systems Operating Agreement as of the date first above written.
         
  OPERATOR:


HOLLY ENERGY PARTNERS-OPERATING, L.P.
 
 
  By:   /s/ David G. Blair    
    David G. Blair   
    Senior Vice President   
 
  HOLLY ENTITIES:


NAVAJO REFINING COMPANY, L.L.C.
 
 
  By:   /s/ David L. Lamp    
    David L. Lamp   
    Executive Vice President   
 
  LEA REFINING COMPANY
 
 
  By:   /s/ David L. Lamp    
    David L. Lamp   
    Vice President   
 
  WOODS CROSS REFINING COMPANY,
L.L.C.
 
 
  By:   /s/ David L. Lamp    
    David L. Lamp   
    President   
 
Signature Page 1 of 1 to First Amendment to Pipeline Systems Operating Agreement

 


 

         
  HOLLY REFINING & MARKETING – TULSA LLC
 
 
  By:   /s/ David L. Lamp    
    David L. Lamp   
    President   
 
         
ACKNOWLEDGED AND AGREED:

HOLLY CORPORATION
 
 
By:   /s/ David L. Lamp    
  David L. Lamp   
  President   
 
         
ACKNOWLEDGED AND AGREED:

HOLLY ENERGY PARTNERS, L.P.
 
 
By:   HEP Logistics Holdings, L.P.,    
  its General Partner   
         
     
  By:   Holly Logistic Services, L.L.C.,    
    its General Partner   
         
     
  By:   /s/ David G. Blair    
    David G. Blair   
    President   
 
Signature Page 2 of 2 to First Amendment to Pipeline Systems Operating Agreement

 


 

EXHIBIT A-1
Basic Description of Systems and Management Fee
Management Fee
The Management Fee for 2009 will be the “Total Management Fee” as set forth in the table below and will be allocated among the Systems as set forth in the table below.
Systems
             
        Amount of Management
    Owner of Asset   Fee Allocated to the Asset
General Systems Management        
 
  N/A   $ 150,000.00  
Insurance Reimbursement        
 
  N/A   $ 15,000.00  
Artesia System
           
(None)
  N/A     N/A  
Lovington System
           
Ponderosa Junction to Lovington - LPG/Natural Gasoline Pipeline having a diameter of 8” and extending approximately 11 1/2 miles and a diameter of 6” extending approximately 8 miles
  Navajo Refining Company, L.L.C.   $ 0.00  
Woods Cross System
           
Woods Cross 12” Plains Crude Oil Delivery Pipeline extending approximately 700 feet
  Woods Cross Refining Company, L.L.C.   $ 25,000.00  
Woods Cross 6” Hydrogen Pipeline extending approximately 4 miles
  Woods Cross Refining Company, L.L.C.   $ 25,000.00  
 
  Total Management Fee:   $ 215,000.00  
Exhibit A-1

 


 

EXHIBIT B-1
Services included in Management Fee
  PART I —   Management services and costs included in the Management Fee, as contemplated by Section 8.2 of the foregoing Agreement are the following:
    Operator’s central office costs
 
    General administration of Pipeline operations by Operator’s senior management personnel
 
    General administration of Pipeline operations by Operator’s operations management personnel
 
    Supervision of the Pipeline Control Center
 
    Environmental, health and safety management
 
    Administrative services relating to DOT compliance
 
    Preparation and submission of FERC Reports
 
    Pipeline Scheduling
 
    Purchasing
 
    Right of Way services after the In-Service Date (excluding new projects)
 
    Travel and meeting expenses for necessary meetings
 
    Crisis Communications
 
    Ordinary course administration of contracts between the Holly Entities and customers of the Holly Entities (excluding outside counsel services deemed necessary by Operator)
 
    Normal operating activities of the Facilities
  PART II —   For avoidance of doubt, the following work and services are specifically excluded from the Management Fee and shall be paid to Operator by the Holly Entities, along with other costs, under Section 8.3 of the foregoing Agreement:
    Operations personnel to the extent performing services in connection with activities outside the normal operation of the Systems
 
    All direct operating costs incurred outside the normal operation of the Systems
 
    Services obtained from third-parties
 
    Travel and meal expenses for Operator’s personnel while performing work on the assets set forth on Exhibit A
 
    Pipeline measurement including contract proving
 
    Insurance
 
    All project management, engineering and other services related to any expansion project
 
    Compliance and other costs or expenses incurred in connection with any regulatory program to the extent directly applicable to the Systems, including, but not limited to, compliance with governmental requirements and guidelines for public awareness, contractor awareness, one-call, operator qualification, facility response plans, drug and alcohol testing and other requirements and guidelines of any governmental authority with jurisdiction
 
    Annual DOT fees
 
    Procurement, maintenance and replacement of safety equipment and materials
 
    Preparation and filing of required reports and permit applications with governmental entities with jurisdiction (other than FERC and DOT), including, but not limited to environmental permit reporting and permit renewals (third party contract costs only)
Exhibit B-1