Common use of Minimum Pipeline Revenue Commitment Clause in Contracts

Minimum Pipeline Revenue Commitment. During the Term and subject to the terms and conditions of this Agreement, Xxxxx Tulsa agrees as follows: (i) Subject to Section 4, Xxxxx Tulsa shall pay HEP Tulsa throughput fees associated with the Pipelines that will satisfy the Minimum Pipeline Revenue Commitment in exchange for HEP Tulsa providing Xxxxx Tulsa a minimum of 60,000 barrels per day of aggregate capacity in the Pipelines. The “Minimum Pipeline Revenue Commitment” shall be an amount of revenue to HEP Tulsa for each Contract Quarter determined by multiplying the Minimum Pipeline Throughput by the Pipeline Tariff as such Pipeline Tariff may be revised pursuant to Section 2(a)(ii). Xxxxx Tulsa will pay HEP Tulsa the Pipeline Tariff for all quantities of Refined Products shipped on the Pipelines. Notwithstanding the foregoing, in the event that the Closing Date for the Pipeline is any date other than the first day of a Contract Quarter, then the Minimum Pipeline Revenue Commitment for the initial Contract Quarter shall be prorated based upon the number of days actually in such contract quarter and the initial Contract Quarter. (ii) The Pipeline Tariff shall be adjusted on July 1 of each calendar year commencing on July 1, 2011, by an amount equal to the upper change in the annual change rounded to four decimal places of the Producers Price Index-Commodities-Finished Goods, (PPI), et al. (“PPI”), produced by the U.S. Department of Labor, Bureaus of Labor Statistics; provided that the Pipeline Tariff shall never be increased by more than 3% for any such calendar year. The series ID is WPUSOP3000 as of September 7, 2009 – located at xxxx://xxx.xxx.xxx/data/. The change factor shall be calculated as follows: annual PPI index (most current year) less annual PPI index (most current year minus 1) divided by annual PPI index (most current year minus 1). An example for year 2009 change is: [PPI (2008) – PPI (2007)] / PPI (2007) or (177.1 – 166.6) / 166.6 or .063 or 6.3%. If the PPI index change is negative in a given year then there will be no change in the Pipeline Tariff. If the above index is no longer published, then Xxxxx Tulsa and HEP Tulsa shall negotiate in good faith to agree on a new index that gives comparable protection against inflation, and the same method of adjustment for increases in the new index shall be used to calculate increases in the Pipeline Tariff. If Xxxxx Tulsa and HEP Tulsa are unable to agree, a new index will be determined by binding arbitration in accordance with Section 13(e), and the same method of adjustment for increases in the new index shall be used to calculate increases in the Pipeline Tariff. To evidence the Parties’ agreement to each adjusted Pipeline Tariff, the Parties shall execute an amended, modified, revised or updated Schedule I and attach it to this Agreement. Such amended, modified, revised or updated Schedule I shall be sequentially numbered (e.g. Schedule I-1, Schedule I-2, etc.), dated and appended as an additional schedule to this Agreement and shall replace the prior version of Schedule I in its entirety. (iii) If Xxxxx Tulsa is unable to transport on the Pipelines the volumes of Refined Products required to meet the Minimum Pipeline Revenue Commitment as a result of HEP Tulsa’s operational difficulties, prorationing, or the inability to provide sufficient capacity for the Minimum Pipeline Throughput, then the Minimum Pipeline Revenue Commitment applicable to the Contract Quarter during which Xxxxx Tulsa is unable to transport such volumes of Refined Products will be reduced by an amount equal to: (A) the volume of Refined Products that Xxxxx Tulsa was unable to transport on the Pipelines (but not to exceed the Minimum Pipeline Throughput), as a result of HEP Tulsa’s operational difficulties, prorationing or inability to provide sufficient capacity on the Pipelines to achieve the Minimum Pipeline Throughput, multiplied by (B) the Pipeline Tariff. This Section 2(a)(iii) shall not apply in the event HEP Tulsa gives notice of a Force Majeure event in accordance with Section 4, in which case the Minimum Pipeline Revenue Commitment shall be suspended in accordance with and as provided in Section 4.

Minimum Pipeline Revenue Commitment. During the Term and subject to the terms and conditions of this Agreement, Xxxxx Tulsa agrees as follows: (i) Subject to Section 4, Xxxxx Tulsa shall pay HEP Tulsa throughput fees associated with the Pipelines that will satisfy the Minimum Pipeline Revenue Commitment in exchange for HEP Tulsa providing Xxxxx Tulsa a minimum of 60,000 barrels per day of aggregate capacity in the Pipelines. The “Minimum Pipeline Revenue Commitment” shall be an amount of revenue to HEP Tulsa for each Contract Quarter determined by multiplying the Minimum Pipeline Throughput by the Pipeline Tariff as such Pipeline Tariff may be revised pursuant to Section 2(a)(ii) or Section 2(q)(i). Xxxxx Tulsa will pay HEP Tulsa the Pipeline Tariff for all quantities of Refined Products shipped on the Pipelines. Notwithstanding the foregoing, in the event that the Closing Date for the Pipeline is any date other than the first day of a Contract Quarter, then the Minimum Pipeline Revenue Commitment for the initial Contract Quarter shall be prorated based upon the number of days actually in such contract quarter and the initial Contract Quarter. (ii) The Pipeline Tariff shall be adjusted on July 1 of each calendar year commencing on July 1, 2011, by an amount equal to the upper change in the annual change rounded to four decimal places of the Producers Price Index-Commodities-Finished Goods, (PPI), et al. (“PPI”), produced by the U.S. Department of Labor, Bureaus of Labor Statistics; provided that the Pipeline Tariff shall never be increased by more than 3% for any such calendar year. The series ID is WPUSOP3000 as of September 7, 2009 – located at xxxx://xxx.xxx.xxx/data/. The change factor shall be calculated as follows: annual PPI index (most current year) less annual PPI index (most current year minus 1) divided by annual PPI index (most current year minus 1). An example for year 2009 change is: [PPI (2008) – PPI (2007)] / PPI (2007) or (177.1 – 166.6) / 166.6 or .063 or 6.3%. If the PPI index change is negative in a given year then there will be no change in the Pipeline Tariff. If the above index is no longer published, then Xxxxx Tulsa and HEP Tulsa shall negotiate in good faith to agree on a new index that gives comparable protection against inflation, and the same method of adjustment for increases in the new index shall be used to calculate increases in the Pipeline Tariff. If Xxxxx Tulsa and HEP Tulsa are unable to agree, a new index will be determined by binding arbitration in accordance with Section 13(e), and the same method of adjustment for increases in the new index shall be used to calculate increases in the Pipeline Tariff. To evidence the Parties’ agreement to each adjusted Pipeline Tariff, the Parties shall execute an amended, modified, revised or updated Schedule I and attach it to this Agreement. Such amended, modified, revised or updated Schedule I shall be sequentially numbered (e.g. Schedule I-1, Schedule I-2, etc.), dated and appended as an additional schedule to this Agreement and shall replace the prior version of Schedule I in its entirety. (iii) If Xxxxx Tulsa is unable to transport on the Pipelines the volumes of Refined Products required to meet the Minimum Pipeline Revenue Commitment as a result of HEP Tulsa’s operational difficulties, prorationing, or the inability to provide sufficient capacity for the Minimum Pipeline Throughput, then the Minimum Pipeline Revenue Commitment applicable to the Contract Quarter during which Xxxxx Tulsa is unable to transport such volumes of Refined Products will be reduced by an amount equal to: (A) the volume of Refined Products that Xxxxx Tulsa was unable to transport on the Pipelines (but not to exceed the Minimum Pipeline Throughput), as a result of HEP Tulsa’s operational difficulties, prorationing or inability to provide sufficient capacity on the Pipelines to achieve the Minimum Pipeline Throughput, multiplied by (B) the Pipeline Tariff. This Section 2(a)(iii) shall not apply in the event HEP Tulsa gives notice of a Force Majeure event in accordance with Section 4, in which case the Minimum Pipeline Revenue Commitment shall be suspended in accordance with and as provided in Section 4.

Minimum Pipeline Revenue Commitment. During the Term and subject to the terms and conditions of this Agreement, Xxxxx Tulsa agrees as follows: (i) Subject to Section 4, Xxxxx Tulsa shall pay HEP Tulsa throughput fees associated with the Pipelines that will satisfy the Minimum Pipeline Revenue Commitment in exchange for HEP Tulsa providing Xxxxx Tulsa a minimum of 60,000 barrels per day of aggregate capacity in the Pipelines. The “Minimum Pipeline Revenue Commitment” shall be an amount of revenue to HEP Tulsa for each Contract Quarter determined by multiplying the Minimum Pipeline Throughput by the Pipeline Tariff as such Pipeline Tariff may be revised pursuant to Section 2(a)(ii). Xxxxx Tulsa will pay HEP Tulsa the Pipeline Tariff for all quantities of Refined Products shipped on the Pipelines. Notwithstanding the foregoing, in the event that the Closing Date for the Pipeline Effective Time is any date other than the first day of a Contract Quarter, then the Minimum Pipeline Revenue Commitment for the initial Contract Quarter shall be prorated based upon the number of days actually in such contract quarter and the initial Contract Quarter. (ii) The Pipeline Tariff shall be adjusted on July 1 of each calendar year commencing on July 1, 2011, by an amount equal to the upper change in the annual change rounded to four decimal places of the Producers Price Index-Commodities-Commodities- Finished Goods, (PPI), et al. (“PPI”), produced by the U.S. Department of Labor, Bureaus of Labor Statistics; provided that the Pipeline Tariff shall never be increased by more than 3% for any such calendar year. The series ID is WPUSOP3000 as of September 7, 2009 – — located at xxxx://xxx.xxx.xxx/data/. The change factor shall be calculated as follows: annual PPI index (most current year) less annual PPI index (most current year minus 1) divided by annual PPI index (most current year minus 1). An example for year 2009 change is: [PPI (2008) – — PPI (2007)] / PPI (2007) or (177.1 – — 166.6) / 166.6 or .063 or 6.3%. If the PPI index change is negative in a given year then there will be no change in the Pipeline Tariff. If the above index is no longer published, then Xxxxx Tulsa and HEP Tulsa shall negotiate in good faith to agree on a new index that gives comparable protection against inflation, and the same method of adjustment for increases in the new index shall be used to calculate increases in the Pipeline Tariff. If Xxxxx Tulsa and HEP Tulsa are unable to agree, a new index will be determined by binding arbitration in accordance with Section 13(e), and the same method of adjustment for increases in the new index shall be used to calculate increases in the Pipeline Tariff. To evidence the Parties’ agreement to each adjusted Pipeline Tariff, the Parties shall execute an amended, modified, revised or updated Schedule I and attach it to this Agreement. Such amended, modified, revised or updated Schedule I shall be sequentially numbered (e.g. Schedule I-1, Schedule I-2, etc.), dated and appended as an additional schedule to this Agreement and shall replace the prior version of Schedule I in its entirety. (iii) If Xxxxx Tulsa is unable to transport on the Pipelines the volumes of Refined Products required to meet the Minimum Pipeline Revenue Commitment as a result of HEP Tulsa’s operational difficulties, prorationing, or the inability to provide sufficient capacity for the Minimum Pipeline Throughput, then the Minimum Pipeline Revenue Commitment applicable to the Contract Quarter during which Xxxxx Tulsa is unable to transport such volumes of Refined Products will be reduced by an amount equal to: (A) the volume of Refined Products that Xxxxx Tulsa was unable to transport on the Pipelines (but not to exceed the Minimum Pipeline Throughput), as a result of HEP Tulsa’s operational difficulties, prorationing or inability to provide sufficient capacity on the Pipelines to achieve the Minimum Pipeline Throughput, multiplied by (B) the Pipeline Tariff. This Section 2(a)(iii) shall not apply in the event HEP Tulsa gives notice of a Force Majeure event in accordance with Section 4, in which case the Minimum Pipeline Revenue Commitment shall be suspended in accordance with and as provided in Section 4.