Common use of Reimbursement of Operating Expenses Clause in Contracts

Reimbursement of Operating Expenses. (i) At the end of the first four complete (4) Contract Quarters following the Closing Date, Cheyenne Logistics shall calculate the aggregate operating expenses incurred in the operation of the Cheyenne Assets during that twelve-month period (but such calculation shall not include extraordinary and non-recurring items of expense that are not reasonably expected to recur in future periods during the Term). In the event that such aggregate operating expenses exceed the Assumed OPEX, (A) Frontier Cheyenne shall reimburse Cheyenne Logistics for such operating expenses incurred in excess of the Assumed OPEX, and (B) Cheyenne Logistics shall increase the Tankage Base Tariff by the amount necessary to increase the Minimum Tankage Revenue Commitment by an amount equal to the unreimbursed portion of such aggregate operating expenses in excess of the Assumed OPEX for the remainder of the Term, and the Parties shall execute an amended, modified, revised or updated Schedule II reflecting such aggregate operating expenses as the new Assumed OPEX. In the event that such aggregate operating expenses are less than the Assumed OPEX, Cheyenne Logistics shall decrease the Tankage Base Tariff by the amount necessary to decrease the Minimum Tankage Revenue Commitment by an amount equal to the difference between the Assumed OPEX and such actual operating expenses for the remainder of the Term, and the Parties shall execute an amended, modified, revised or updated Schedule II reflecting such aggregate operating expenses as the new Assumed OPEX. In the event that the PPI increase for any given year is greater than seven percent (7%), then, in addition to any other applicable increases during such year, Cheyenne Logistics shall increase the Tankage Base Tariff by an additional amount necessary to increase the Minimum Tankage Revenue Commitment by the OPEX Recovery Amount. Such OPEX Recovery Amount shall be added to the then-current Assumed OPEX, and the Parties shall execute an amended, modified, revised or updated Schedule IV reflecting the addition of such OPEX Recovery Amount to the Assumed OPEX.

Reimbursement of Operating Expenses. (i) At the end of the first four complete (4) complete Contract Quarters following the Closing Date, Cheyenne El Dorado Logistics shall calculate the aggregate operating expenses incurred in the operation of the Cheyenne El Dorado Assets during that twelve-month period (but such calculation shall not include extraordinary and non-recurring items of expense that are not reasonably expected to recur in future periods during the Term). In the event that such aggregate operating expenses exceed the Assumed OPEX, (A) Frontier Cheyenne El Dorado shall reimburse Cheyenne El Dorado Logistics for such operating expenses incurred in excess of the Assumed OPEX, and (B) Cheyenne El Dorado Logistics shall increase the Tankage Base Tariff by the amount necessary to increase the Minimum Tankage Revenue Commitment by an amount equal to the unreimbursed portion of such aggregate operating expenses in excess of the Assumed OPEX for the remainder of the Term, and the Parties shall execute an amended, modified, revised or updated Schedule II reflecting such aggregate operating expenses as the new Assumed OPEX. In the event that such aggregate operating expenses are less than the Assumed OPEX, Cheyenne El Dorado Logistics shall decrease the Tankage Base Tariff by the amount necessary to decrease the Minimum Tankage Revenue Commitment by an amount equal to the difference between the Assumed OPEX and such actual operating expenses for the remainder of the Term, and the Parties shall execute an amended, modified, revised or updated Schedule II reflecting such aggregate operating expenses as the new Assumed OPEX. In the event that the PPI increase for any given year is greater than seven percent (7%), then, in addition to any other applicable increases during such year, Cheyenne El Dorado Logistics shall increase the Tankage Base Tariff by an additional amount necessary to increase the Minimum Tankage Revenue Commitment by the OPEX Recovery Amount. Such OPEX Recovery Amount shall be added to the then-current Assumed OPEX, and the Parties shall execute an amended, modified, revised or updated Schedule IV reflecting the addition of such OPEX Recovery Amount to the Assumed OPEX.

Reimbursement of Operating Expenses. (i) At the end of the first four complete (4) Contract Quarters following the Closing Date, Cheyenne Logistics HEP Lovington shall calculate the its aggregate operating expenses incurred in the operation of the Cheyenne Assets during that twelve-month period Loading Rack (but such calculation shall not include extraordinary and non-recurring items of expense that are not reasonably expected to recur in future periods during the Term). In the event that such aggregate operating expenses exceed the Assumed OPEX, (Ai) Frontier Cheyenne Navajo shall reimburse Cheyenne Logistics HEP Lovington for such operating expenses incurred in excess of the Assumed OPEX, and (Bii) Cheyenne Logistics HEP Lovington shall increase the Tankage Base Loading Rack Tariff by the amount necessary to increase the Minimum Tankage Loading Rack Revenue Commitment by an amount equal to the unreimbursed portion of such aggregate operating expenses in excess of the Assumed OPEX for the remainder of the Term, and the Parties shall execute an amended, modified, revised or updated Schedule II reflecting such aggregate operating expenses as the new Assumed OPEX. In the event that such aggregate operating expenses are less than the Assumed OPEX, Cheyenne Logistics HEP Lovington shall decrease the Tankage Base Loading Rack Tariff by the amount necessary to decrease the Minimum Tankage Loading Rack Revenue Commitment by an amount equal to the difference between the Assumed OPEX and such actual operating expenses for the remainder of the Term, and the Parties shall execute an amended, modified, revised or updated Schedule II reflecting such aggregate operating expenses as the new Assumed OPEX. In the event that the PPI increase for any given year is greater than seven percent (7%), then, in addition to any other applicable increases during such year, Cheyenne Logistics HEP Lovington shall increase the Tankage Base Loading Rack Tariff by an additional amount necessary to increase the Minimum Tankage Loading Rack Revenue Commitment by the OPEX Recovery Amount. Such OPEX Recovery Amount shall be added to the then-current Assumed OPEX, and the Parties shall execute an amended, modified, revised or updated Schedule IV II reflecting the addition of such OPEX Recovery Amount to the Assumed OPEX.

Reimbursement of Operating Expenses. (ia) At XXX shall pay all compensation costs, including benefits, of employees retained by XXX in the end Optoelectronics Business through September 1, 2003. All compensation costs and benefits incurred by XXX for employees of the first four complete (4) Contract Quarters following Optoelectronics Business for the period from September 2, 2003 through the earlier of the Closing DateDate and September 15, Cheyenne Logistics shall calculate the aggregate operating expenses incurred 2003 will be reimbursed by Buyer to Sellers, in the operation of the Cheyenne Assets during that twelve-month period (but such calculation shall not include extraordinary and non-recurring items of expense that are not reasonably expected to recur in future periods during the Term). In the event that such aggregate operating expenses exceed the Assumed OPEX, (A) Frontier Cheyenne shall reimburse Cheyenne Logistics for such operating expenses incurred in excess of the Assumed OPEX, and (B) Cheyenne Logistics shall increase the Tankage Base Tariff by the amount necessary to increase the Minimum Tankage Revenue Commitment by an amount equal to the unreimbursed portion of such aggregate operating expenses in excess of the Assumed OPEX for the remainder of the Term, and the Parties shall execute an amended, modified, revised or updated Schedule II reflecting such aggregate operating expenses as the new Assumed OPEX. In the event that such aggregate operating expenses are less than the Assumed OPEX, Cheyenne Logistics shall decrease the Tankage Base Tariff by the amount necessary to decrease the Minimum Tankage Revenue Commitment by an amount equal to the difference between the Assumed OPEX and such actual operating expenses for the remainder of the Term, and the Parties shall execute an amended, modified, revised or updated Schedule II reflecting such aggregate operating expenses as the new Assumed OPEX. In the event that the PPI increase Acquisition closes. Sellers shall maintain the Optoelectronics Business in such a manner that enables Buyer to commence operating the Optoelectronics Business after Closing, once Buyer hires employees, obtains all Environmental Permits and other Permits and/or Approvals required from Governmental Entities, and establishes its operating, administrative, safety, training and similar systems, including placement of all service contracts necessary to operate the Optoelectronics Business. All costs incurred by Sellers from August 8, 2003 through the earlier of the Closing Date and September 15, 2003 necessary in order to maintain the Optoelectronics Business in such fashion that are incurred by Sellers, up to a maximum aggregate of $100,000, do not require prior approval from Buyer, and will be reimbursed by Buyer to Sellers as provided in subsection (d) below, in the event that the Acquisition closes. Any such costs incurred by Sellers beyond such amount shall not be reimbursed unless approved in advance by Buyer. Such reimbursable costs shall include the costs that Sellers would not have incurred if Sellers had completely shut down the Optoelectronics Business and not maintained and readied the Optoelectronics Business for transfer to Buyer, and include the cost of raw materials purchased by Sellers and for services necessary to maintain the Optoelectronics Business. (b) Beginning September 16, 2003, and payable only if the Acquisition closes, Buyer shall be liable for, and shall reimburse Sellers as set forth below, all costs customarily incurred by Sellers to operate the Optoelectronics Business at the Telstar Facility, the Monterey Park Facility, the Tongmei Facility and the Xiamen Facility. Such reimbursable costs shall include all operating costs customarily incurred by Sellers at such facilities (other than any given year is greater than seven percent (7%closure related costs for the Monterey Park Facility), thenincluding but not limited to compensation costs, including benefits, of employees retained by XXX in addition to the Optoelectronics Business, all customary operating costs, including repairs and maintenance, services and utilities, phones, real property taxes, insurance, supplies and raw materials, and any other applicable increases customary costs not otherwise covered in the foregoing payable by Buyer pursuant to terms of the Monterey Park Facility as if the Monterey Park Lease and the Tongmei Lease had been executed effective as of September 16, 2003 and as if Buyer had owned the Telstar Facility and leased the Xiamen Facility as of September 16 and was operating its Optoelectronics Business. Sellers may claim no more than $200,000 for costs for the period from September 16 through September 30 and may limit the expenditure incurred during such yearthe period from September 16 through September 30, Cheyenne Logistics shall increase 2003 to $200,000 through appropriate management controls. (c) If the Tankage Base Tariff by an additional amount necessary Closing is delayed past September 15 and Sellers are prepared to increase close and all of the Minimum Tankage Revenue Commitment by the OPEX Recovery Amount. Such OPEX Recovery Amount shall be added to the then-current Assumed OPEXconditions set forth in Section 7.2 have been satisfied, other than Section 7.2(d), and the Parties Title Company is irrevocably committed to issue the Title Policy as set forth in Section 7.1(c), Sellers shall execute an amended, modified, revised or updated Schedule IV reflecting be reimbursed for the addition costs incurred in Section 6.7(b) at the Closing by deducting such amount from the proceeds from the sale of such OPEX Recovery Amount Inventory payable to Buyer pursuant to the Assumed OPEXterms of Section 2.8 above. At the Closing, Sellers shall provide a reconciliation to Buyer of the costs reimbursed by Buyer pursuant to Section 6.7(b) together with the net proceeds from the sale of Inventory pursuant to Section 2.8 (if any) after deducting the costs and expenses reimbursable by Buyer described above. Sellers and Buyer shall meet within 45 days after the Closing date to agree on the reconciliation of amounts deducted from the proceeds from the sale of Inventory pursuant to Section 6.7(b). (d) Buyer and XXX shall meet within 45 days after the Closing Date to determine and agree on the costs and expenses to be reimbursed by Buyer to XXX pursuant to Section 6.7(a) above and costs related to Section 6.7(b) if the Closing is delayed and either one or more of the conditions set forth in Section 7.2 have not been satisfied, other than Section 7.2(d), or the condition set forth in Section 7.1(c) shall not have been satisfied as of September 15, 2003. Buyer shall pay the amount of the expenses and costs owed under Section 6.7(a) and 6.7(b), if applicable, as agreed in United States dollars within 30 days after the parties reach such agreement. Should the parties fail to reach agreement within 50 days after the Closing Date on the amount of the costs and expenses to be reimbursed to XXX pursuant to Section 6.7(a), and 6.7(b), if applicable, either party may initiate a "claim" under the dispute resolution procedure provided in Section 9.4 below.

Reimbursement of Operating Expenses. (i) At the end of the first four complete (4) complete Contract Quarters following the Closing Date, Cheyenne El Dorado Logistics shall calculate the aggregate operating expenses incurred in the operation of the Cheyenne El Dorado Assets during that twelve-month period (but such calculation shall not include extraordinary and non-recurring items of expense that are not reasonably expected to recur in future periods during the Term). In the event that such aggregate operating expenses exceed the Assumed OPEX, (A) Frontier Cheyenne El Dorado shall reimburse Cheyenne El Dorado Logistics for such operating expenses incurred in excess of the Assumed OPEX, and (B) Cheyenne El Dorado Logistics shall increase the Tankage Base Tariff by the amount necessary to increase the Minimum Tankage Revenue Commitment by an amount equal to the unreimbursed portion of such aggregate operating expenses in excess of the Assumed OPEX for the remainder of the Term, and the Parties shall execute an amended, modified, revised or updated Schedule II reflecting such aggregate operating expenses as the new Assumed OPEX. In the event that such aggregate operating expenses are less than the Assumed OPEX, Cheyenne El Dorado Logistics shall decrease the Tankage Base Tariff by the amount necessary to decrease the Minimum Tankage Revenue Commitment by an amount equal to the difference between the Assumed OPEX and such actual operating expenses for the remainder of the Term, and the Parties shall execute an amended, modified, revised or updated Schedule II reflecting such aggregate operating expenses as the new Assumed OPEX. In the event that the PPI increase for any given year is greater than seven percent (7%), then, in addition to any other applicable increases during such year, Cheyenne El Dorado Logistics shall increase the Tankage Base Tariff by an additional amount necessary to increase the Minimum Tankage Revenue Commitment by the OPEX Recovery Amount. Such OPEX Recovery Amount shall be added to the then-current Assumed OPEX, and the Parties shall execute an amended, modified, revised or updated Schedule IV reflecting the addition of such OPEX Recovery Amount to the Assumed OPEX. No operating expenses related solely to the New Tank shall be considered when calculating the OPEX Recovery Amount.

Reimbursement of Operating Expenses. (i) At the end of the first four complete (4) Contract Quarters following the Closing DateQuarters, Cheyenne Logistics HEP Tulsa shall calculate the its aggregate operating expenses incurred in the operation of the Cheyenne Assets during that twelve-month period (but such calculation shall not include extraordinary Pipelines, Tankage and non-recurring items of expense that are not reasonably expected Loading Racks pursuant to recur in future periods during the Term)this Agreement. In the event that such aggregate operating expenses exceed the Assumed OPEX, (Ai) Frontier Cheyenne Xxxxx Tulsa shall reimburse Cheyenne Logistics HEP Tulsa for such operating expenses incurred in excess of the Assumed OPEX, and (Bii) Cheyenne Logistics HEP Tulsa shall increase the Tankage Base Tariff by the amount necessary to increase the Minimum Tankage Revenue Commitment by an amount equal to the unreimbursed portion of such aggregate operating expenses in excess of the Assumed OPEX for the remainder of the Term, and the Parties shall execute an amended, modified, revised or updated Schedule II IV reflecting such aggregate operating expenses as the new Assumed OPEX. In the event that such aggregate operating expenses are less than the Assumed OPEX, Cheyenne Logistics HEP Tulsa shall decrease the Tankage Base Tariff by the amount necessary to decrease the Minimum Tankage Revenue Commitment by an amount equal to the difference between the Assumed OPEX and such actual operating expenses for the remainder of the Term, and the Parties shall execute an amended, modified, revised or updated Schedule II IV reflecting such aggregate operating expenses as the new Assumed OPEX. In the event that the PPI increase for any given year is greater than seven percent (7%), then, in addition to any other applicable increases during such year, Cheyenne Logistics HEP Tulsa shall increase the Tankage Base Tariff by an additional amount necessary to increase the Minimum Tankage Revenue Commitment by the OPEX Recovery Amount. Such OPEX Recovery Amount shall be added to the then-current Assumed OPEX, and the Parties shall execute an amended, modified, revised or updated Schedule IV reflecting the addition of such OPEX Recovery Amount to the Assumed OPEX.