February 8, 2021 Holly Energy Partners – Operating, L.P. Dallas, Texas 75201 Attention: President Email address: president-HEP@hollyenergy.com Re: Master Throughput Agreement – Cheyenne Assets Ladies and Gentlemen:
Exhibit 10.2
Execution Version
February 8, 2021
Xxxxx Energy Partners – Operating, L.P.
0000 X. Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: President
Email address: xxxxxxxxx-XXX@xxxxxxxxxxx.xxx
Re: Master Throughput Agreement – Cheyenne Assets
Ladies and Gentlemen:
Reference is made to the Sixth Amended and Restated Master Throughput Agreement, dated as of October 1, 2019 (the “Master Throughput Agreement”), by and between HollyFrontier Refining & Marketing LLC (“HFRM”) and Xxxxx Energy Partners – Operating, L.P. (“HEP Operating”, and with HFRM, the “Parties”, and each, a “Party”). Capitalized terms used but not otherwise defined in this letter agreement (this “Letter Agreement”) shall have the meanings given such terms in the Master Throughput Agreement.
On May 29, 2020, the board of directors of HollyFrontier approved a plan to permanently cease petroleum refining operations at the Cheyenne Refinery, and public announcement of this decision was made on June 1, 2020. The decision was also shared with the board of directors of Xxxxx Logistics Services, L.L.C. on May 29, 2020. HollyFrontier ceased petroleum refining operations at the Cheyenne Refinery in August 2020 and began conversion of certain units for renewable diesel production (the “Cheyenne Shutdown and Reconfiguration”). The Cheyenne Shutdown and Reconfiguration is expected to be completed in the first quarter of 2022.
This Letter Agreement is entered into by and between HFRM and HEP Operating to confirm certain rights and obligations as they relate to the Master Throughput Agreement and the Cheyenne Shutdown and Reconfiguration.
The Parties, each intending to be legally bound, hereby agree to the following:
| 1. | Master Throughput Agreement. The Parties acknowledge and agree that, effective as of January 1, 2021, the Master Throughput Agreement will be amended and restated in its entirety to, among other things, remove the Cheyenne Assets and all obligations of the Parties with respect to the Cheyenne Assets pursuant to the Master Throughput Agreement (the “Termination”). Following the Termination, HEP Operating agrees to (i) demolish and remove twelve (12) Tanks with shell capacity of 369,175 barrels at the Cheyenne Refinery as listed on Exhibit A (the “Demo Assets”) and (ii) drain, clean and thereafter idle or otherwise remove from service twenty-five (25) Tanks with shell capacity of 476,414 at the Cheyenne Refinery as listed on Exhibit B (the “Released Assets”). |
| 2. | Termination Fee. In consideration for the Termination, HFRM agrees to pay to HEP Operating a one-time fee equal to $10,000,000 (the “Contract Termination Fee”). HFRM will pay the Contract Termination Fee to HEP Operating within ten (10) business days of the date hereof by wire transfer of immediately available funds. Notwithstanding the foregoing, HFRM acknowledges that HEP Operating plans to use a portion of the Contract Termination Fee to demolish the Demo Assets. HEP Operating may cause HFRM to redirect a portion of the Contract Termination Fee directly to a third party contracted to demolish the Demo Assets as part of the Cheyenne Shutdown and Reconfiguration; provided, that HEP Operating has the right to approve any contractor used for such purpose. |
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Execution Version
| 3. | Indemnification. The Parties acknowledge and agree that, effective as of January 1, 2021, the Omnibus Agreement will be amended and restated in its entirety to, among other things, (a) revise the expiration date for HFC’s Covered Environmental Liabilities (as defined in the Omnibus Agreement) for the “Cheyenne Assets” in the Omnibus Agreement to be the latter of (i) November 1, 2021 and (ii) the mechanical completion of the renewable diesel units at the Cheyenne Refinery, and (b) provide that HFC will indemnify HEP for any Environmental Claims (as defined in the Omnibus Agreement) arising from the demolition of the Demo Assets or cleaning of the Released Assets until March 1, 2022. |
| 4. | Released Tanks. HEP Operating will remain responsible for any maintenance fees incurred for the Released Assets. |
| 5. | Amendments and Waivers. No amendment or modification of this Letter Agreement shall be valid unless it is in writing and signed by the Parties. No waiver of any provision of this Letter Agreement shall be valid unless it is in writing and signed by the Party against whom the waiver is sought to be enforced. |
| 6. | Choice of Law. This Letter Agreement shall be subject to and governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. |
| 7. | Further Assurances. In connection with this Letter Agreement and all transactions contemplated by this Letter Agreement, each Party agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Letter Agreement and all such transactions. |
| 8. | Counterparts. This Letter Agreement may be executed in any number of counterparts with the same effect as if each of the Parties hereto had signed the same document. All counterparts shall be construed together and shall constitute one agreement. This Letter Agreement, to the extent signed and delivered by means of a facsimile machine or via e-mail in .pdf file format, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. |
[Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned Parties have executed this Letter Agreement as of the date first written above to be effective as of such date.
| HEP OPERATING: | ||
| Xxxxx Energy Partners - Operating, L.P. | ||
| By: | /s/ Xxxxxxx X. Xxxxxx III | |
| Xxxxxxx X. Xxxxxx III | ||
| President | ||
| HFRM: | ||
| HollyFrontier Refining & Marketing LLC | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Xxxxxx X. Xxxxxx | ||
| President | ||
[Signature Page to Letter Agreement Re: Master Throughput Agreement – Cheyenne Assets]
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Exhibit A
Demo Assets
| TANK ID NUMBER |
PREVIOUS SERVICE/PRODUCT |
NOMINAL CAPACITY, BBLS | ||
| 1-28 | Bio Diesel | 5,141 | ||
| 1-50 | Xxxxx Charge | 67,704 | ||
| 1-55 | Asphalt | 54,499 | ||
| 1-56 | Asphalt | 61,688 | ||
| 1-58 | Gas Oil | 10,404 | ||
| 1-90 | Asphalt | 55,954 | ||
| 1-117 | Xxxxx Charge | 69,942 | ||
| 1-29 | Gas Oil | 10,805 | ||
| 1-93 | Asphalt | 2,640 | ||
| 1-94 | Asphalt | 2,640 | ||
| 1-95 | Asphalt | 2,640 | ||
| 1-51 | Slurry | 25,118 |
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Exhibit B
Released Assets
| TANK ID NUMBER |
PREVIOUS SERVICE/PRODUCT |
NOMINAL CAPACITY, BBLS | ||
| 1-14 | ULSD | 24,332 | ||
| 1-16 | Ethanol | 2,623 | ||
| 1-17 | Unleaded gasoline | 4,234 | ||
| 1-21 | Light naphtha | 10,075 | ||
| 1-27 | Sour water | 5,027 | ||
| 1-32 | ULSD | 10,805 | ||
| 1-33 | Unleaded gasoline | 10,342 | ||
| 1-53 | Slurry | 13,597 | ||
| 1-54 | Slurry | 25,118 | ||
| 2-17 | LCO Xxxxx Distillate | 28,523 | ||
| 2-20 | Gas Oil | 10,824 | ||
| 2-21 | VAC Bottoms | 10,721 | ||
| 2-22 | Xxxxx Distillate | 10,729 | ||
| 2-23 | Gas Oil | 10,824 | ||
| 2-34 | Alkylate | 23,234 | ||
| 2-35 | Alkylate | 24,190 | ||
| 2-60 | Heavy Straight Run | 9,846 | ||
| 2-61 | Xxxxx Naphtha | 10,046 | ||
| 2-62 | Xxxxx Naphtha | 9,970 | ||
| 2-63 | Xxxxx Naphtha | 9,959 | ||
| 2-67 | Xxxxx Naphtha | 10,067 | ||
| 2-105 | Gas Oil | 55,248 | ||
| 2-28 | Gas Oil | 80,572 | ||
| 2-70 | LSR | 32,608 | ||
| 2-71 | Unleaded gasoline | 32,900 |
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