HF SINCLAIR CORPORATION DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • May 9th, 2022 • HF Sinclair Corp • Pipe lines (no natural gas) • Delaware
This Director and Officer Indemnification Agreement, dated as of [__________________] (this “Agreement”), is made by and between HF Sinclair Corporation, a Delaware corporation (the “Company”), and [__________________] (“Indemnitee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 9th, 2024 • HF Sinclair Corp • Pipe lines (no natural gas) • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 8, 2024, by and between HF Sinclair Corporation, a Delaware corporation (the “Company”), on the one hand, and REH Company (the “Selling Stockholder”), on the other hand.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 4th, 2023 • HF Sinclair Corp • Pipe lines (no natural gas) • New York
This REGISTRATION RIGHTS AGREEMENT dated December 4, 2023 (this “Agreement”) is entered into by and among HF Sinclair Corporation, a Delaware corporation (the “Company”), BofA Securities, Inc. (“BofA”), and Wells Fargo Securities, LLC (“Wells”) and the additional dealer managers listed on Schedule A attached hereto (together with BofA and Wells, each a “Dealer Manager” and collectively, the “Dealer Managers”).
HF SINCLAIR CORPORATION RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 9th, 2022 • HF Sinclair Corp • Pipe lines (no natural gas) • Texas
This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock Units (“Notice of Grant”) by and between HF Sinclair Corporation, a Delaware corporation (the “Company”), and you;
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 9th, 2022 • HF Sinclair Corp • Pipe lines (no natural gas) • Texas
This CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into effective as of [__________________] (the “Effective Date”), by and between HF Sinclair Corporation, a Delaware corporation (the “Company”) and [__________________] (the “Employee”).
AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT among HOLLY ENERGY PARTNERS, L.P., as Borrower, HF SINCLAIR CORPORATION, as Parent, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Credit Agreement • December 1st, 2023 • HF Sinclair Corp • Pipe lines (no natural gas) • Texas
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of July 27, 2017 (as amended by (i) Amendment No. 1 to Third Amended and Restated Credit Agreement dated as of the Amendment No. 1 Closing Date, (ii) Amendment No. 2 to Third Amended and Restated Credit Agreement dated as of the Amendment No. 2 Closing Date and (iii) Amendment No. 3 to Third Amended and Restated Credit Agreement dated as of the Amendment No. 3 Closing Date), among HOLLY ENERGY PARTNERS, L.P., a Delaware limited partnership, as Borrower (as defined below), WELLS FARGO BANK, NATIONAL ASSOCIATION, individually and as Administrative Agent (as defined below), MUFG BANK, LTD., as Syndication Agent, BANK OF AMERICA, N.A., PNC BANK, NATIONAL ASSOCIATION, CITIBANK, N.A., THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, THE TORONTO-DOMINION BANK, NEW YORK BRANCH, SUMITOMO MITSUI BANKING CORPORATION, and TRUIST BANK, as Co-Documentation Agents, and each of the Lenders (as defined below).
HF SINCLAIR CORPORATION AMENDED AND RESTATED 2020 LONG TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Non-Employee Director Award)2020 Long Term Incentive Plan Restricted Stock Unit Agreement • February 28th, 2023 • HF Sinclair Corp • Pipe lines (no natural gas) • Texas
This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock Units (“Notice of Grant”) by and between HF Sinclair Corporation, a Delaware corporation (the “Company”), and you;
Page ARTICLE I DEFINITIONS AND INTERPRETATIONS 3 1.1 DEFINITIONS 3 1.2 INTERPRETATION 3 ARTICLE II BUSINESS OPPORTUNITIES 3 2.1 RESTRICTED BUSINESSES 3 2.2 PERMITTED EXCEPTIONS 3 2.3 RIGHT OF OFFER 4 2.4 PROCEDURE FOR OFFERING ACQUIRED OR CONSTRUCTED...Omnibus Agreement • March 14th, 2022 • HF Sinclair Corp
THIS TWENTY-SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT (this “Agreement”) is being entered into on and is effective as of March 14, 2022 (the “Effective Date”), by and among the following entities (all Delaware limited liability companies unless otherwise noted):
HOLLY ENERGY PARTNERS, L.P. and HOLLY ENERGY FINANCE CORP. AS ISSUERS and Each of the Guarantors Party Hereto and AS TRUSTEE THIRD SUPPLEMENTAL INDENTURE Dated as of November 10, 2023 to Indenture dated as of February 4, 2020Third Supplemental Indenture • November 14th, 2023 • HF Sinclair Corp • Pipe lines (no natural gas) • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of November 10, 2023 (this “Third Supplemental Indenture”), is between Holly Energy Partners, L.P., a Delaware limited partnership (“Holly Energy Partners”), Holly Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with Holly Energy Partners, the “Company”), the Guarantors (as defined in the Indenture (as defined below)), and U.S. Bank Trust Company, National Association (as successor to U.S. Bank, National Association), a national banking association, as trustee (the “Trustee”).
THIRD AMENDMENT TO AMENDED AND RESTATED MASTER TOLLING AGREEMENT (Operating Assets)Master Tolling Agreement • May 5th, 2023 • HF Sinclair Corp • Pipe lines (no natural gas)
THIS THIRD AMENDMENT TO AMENDED AND RESTATED MASTER TOLLING AGREEMENT (Operating Assets) (this “Amendment”) is entered into as of April 28, 2023 and effective as of January 1, 2023, by and among the Persons set forth on Exhibit A (each hereinafter sometimes referred to as a “Party” and sometimes collectively referred to as the “Parties”).
MUTUAL SEPARATION AGREEMENT AND RELEASE OF CLAIMSMutual Separation Agreement and Release of Claims • November 7th, 2022 • HF Sinclair Corp • Pipe lines (no natural gas)
This Mutual Separation Agreement and Release of Claims (“Agreement”) is between HF Sinclair Corporation (“HFS”), HollyFrontier Corporation, Holly Logistic Services, L.L.C., HollyFrontier Payroll Services, Inc. and Holly Energy Partners, L.P. (“HEP”), on behalf of themselves and their respective parents, subsidiaries, and affiliates (collectively the “Company”), and me, Richard L. Voliva III. By signing this Agreement, I am agreeing to release all claims against the Company, and promising not to sue the Company in the future, all as described in more detail below. In exchange for my agreements and promises, the Company has agreed to pay me Separation Benefits (set forth on Attachment A) which I understand I would not receive unless I sign and do not timely revoke this Agreement. I acknowledge and agree to the following:
AGREEMENT AND PLAN OF MERGER by and among HF SINCLAIR CORPORATION, NAVAJO PIPELINE CO., L.P., HOLLY APPLE HOLDINGS LLC, HOLLY LOGISTIC SERVICES, L.L.C., HEP LOGISTICS HOLDINGS, L.P. and HOLLY ENERGY PARTNERS, L.P. August 15, 2023Agreement and Plan of Merger • August 16th, 2023 • HF Sinclair Corp • Pipe lines (no natural gas) • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 15, 2023 (together with all schedules hereto, this “Agreement”), is entered into by and among HF Sinclair Corporation, a Delaware corporation (“Parent”), Navajo Pipeline Co., L.P., a Delaware limited partnership and an indirect wholly owned Subsidiary of Parent (“HoldCo”), Holly Apple Holdings LLC, a Delaware limited liability company and a wholly owned Subsidiary of HoldCo (“Merger Sub”), Holly Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), HEP Logistics Holdings, L.P., a Delaware limited partnership and the general partner of the Partnership (“HLH”), and Holly Logistic Services, L.L.C., a Delaware limited liability company and the general partner of HLH (the “General Partner”). Certain capitalized terms used in this Agreement are defined in Article I.
SEVENTH AMENDED AND RESTATED MASTER LEASE AND ACCESS AGREEMENT Effective as of March 14, 2022Master Lease and Access Agreement • March 14th, 2022 • HF Sinclair Corp
This Seventh Amended and Restated Master Lease and Access Agreement (this “Lease”) is entered into on March 14, 2022 (the “Effective Date”) and effective as of 12:01 a.m. Central Time on the Effective Date (the “Effective Time”) by and between the Parties set forth on Exhibit A.
HOLLY ENERGY PARTNERS, L.P. and HOLLY ENERGY FINANCE CORP. AS ISSUERS and Each of the Guarantors Party Hereto and AS TRUSTEE SECOND SUPPLEMENTAL INDENTURE Dated as of November 10, 2023 to Indenture dated as of April 8, 2022Second Supplemental Indenture • November 14th, 2023 • HF Sinclair Corp • Pipe lines (no natural gas) • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of November 10, 2023 (this “Second Supplemental Indenture”), is between Holly Energy Partners, L.P., a Delaware limited partnership (“Holly Energy Partners”), Holly Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with Holly Energy Partners, the “Company”), the Guarantors (as defined in the Indenture (as defined below)), and U.S. Bank Trust Company, National Association (as successor to U.S. Bank, National Association), a national banking association, as trustee (the “Trustee”).
HF SINCLAIR CORPORATION AMENDED AND RESTATED 2020 LONG TERM INCENTIVE PLAN PERFORMANCE SHARE UNIT AGREEMENTPerformance Share Unit Agreement • February 21st, 2024 • HF Sinclair Corp • Pipe lines (no natural gas) • Delaware
This Performance Share Unit Agreement (the “Agreement”) is made and entered into by and between HF Sinclair Corporation, a Delaware corporation (the “Company”), and you. This Agreement is entered into as of the ____ day of ____________, 2023 (the “Date of Grant”).
FIRST AMENDMENT TO EIGHTH AMENDED AND RESTATED MASTER THROUGHPUT AGREEMENTMaster Throughput Agreement • November 7th, 2022 • HF Sinclair Corp • Pipe lines (no natural gas)
This First Amendment to Eighth Amended and Restated Master Throughput Agreement (this “Amendment”) is entered into on October 28, 2022, to be effective as of November 1, 2022 (the “First Amendment Effective Date”) by and among:
HF SINCLAIR CORPORATION AMENDED AND RESTATED 2020 LONG TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 21st, 2024 • HF Sinclair Corp • Pipe lines (no natural gas) • Delaware
This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock Units (“Notice of Grant”) by and between HF Sinclair Corporation, a Delaware corporation (the “Company”), and you;
SECOND AMENDMENT TO EIGHTH AMENDED AND RESTATED MASTER THROUGHPUT AGREEMENTMaster Throughput Agreement • February 28th, 2023 • HF Sinclair Corp • Pipe lines (no natural gas)
This Second Amendment to Eighth Amended and Restated Master Throughput Agreement (this “Amendment”) is entered into on December 22, 2022, to be effective as of March 14, 2022 (the “Second Amendment Effective Date”) by and between:
HF SINCLAIR CORPORATION PERFORMANCE SHARE UNIT AGREEMENTPerformance Share Unit Agreement • May 9th, 2022 • HF Sinclair Corp • Pipe lines (no natural gas) • Texas
This Performance Share Unit Agreement (the “Agreement”) is made and entered into by and between HF Sinclair Corporation, a Delaware corporation (the “Company”), and you. This Agreement is entered into as of the ____ day of ____________, 202__ (the “Date of Grant”).
RETIREMENT AGREEMENT AND RELEASERetirement Agreement and Release • August 8th, 2022 • HF Sinclair Corp • Pipe lines (no natural gas)
This Retirement Agreement and Release (“Agreement”) is between HF Sinclair Corporation, HollyFrontier Refining & Marketing LLC, HollyFrontier Renewables Holding Company LLC and HollyFrontier Payroll Services, Inc., on behalf of themselves and their respective parents, subsidiaries, and affiliates (collectively, the “Company”), and me, Thomas G. Creery. In exchange for my agreements and promises and the timely execution (and non-revocation) of the release of claims in the form set forth as Attachment B (the “Release”) which attachment is part of this Agreement, the Company has agreed to pay me Benefits (set forth on Attachment A) which I understand I would not receive unless I sign this Agreement. I acknowledge and agree to the following:
TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 16th, 2022 • HF Sinclair Corp • Pipe lines (no natural gas) • Utah
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of March 14, 2022, between Hippo Parent Corporation, a Delaware corporation (“New Parent”), and The Sinclair Companies, a Wyoming corporation (“Sinclair HoldCo”). Each of the New Parent and Sinclair HoldCo is hereinafter referred to individually as a “Party” and together as the “Parties,” and each of New Parent and Sinclair HoldCo may be hereinafter referred to as either “Provider” or “Recipient,” depending on whether it is the provider or recipient of Services (as defined below) hereunder.
HF SINCLAIR CORPORATION AS ISSUER and COMPUTERSHARE TRUST COMPANY, N.A. AS TRUSTEE SECOND SUPPLEMENTAL INDENTURE Dated as of December 4, 2023 to Indenture dated as of April 27, 2022 6.375% Senior Notes due 2027 5.000% Senior Notes due 2028Second Supplemental Indenture • December 4th, 2023 • HF Sinclair Corp • Pipe lines (no natural gas) • New York
HF SINCLAIR CORPORATION AMENDED AND RESTATED 2020 LONG TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Non-Employee Director Award)2020 Long Term Incentive Plan Restricted Stock Unit Agreement • February 21st, 2024 • HF Sinclair Corp • Pipe lines (no natural gas) • Delaware
This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock Units (“Notice of Grant”) by and between HF Sinclair Corporation, a Delaware corporation (the “Company”), and you;
SENIOR UNSECURED MULTI-YEAR REVOLVING CREDIT AGREEMENT dated as of April 27, 2022 among HF SINCLAIR CORPORATION, The Lenders Party Hereto and MUFG BANK, LTD., as Administrative Agent WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent and...Senior Unsecured • April 27th, 2022 • HF Sinclair Corp • Pipe lines (no natural gas) • New York
SENIOR UNSECURED MULTI-YEAR REVOLVING CREDIT AGREEMENT, dated as of April 27, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among HF SINCLAIR CORPORATION, a Delaware corporation, as the Borrower, the LENDERS party hereto, MUFG BANK, LTD., as the Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Syndication Agent and BANK OF AMERICA, N.A., CITIBANK, N.A., SUMITOMO MITSUI BANKING CORPORATION, THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, THE TORONTO-DOMINION BANK, NEW YORK BRANCH, and TRUIST BANK, as the Co-Documentation Agents.
HF SINCLAIR CORPORATION AS ISSUER and COMPUTERSHARE TRUST COMPANY, N.A. AS TRUSTEE FIRST SUPPLEMENTAL INDENTURE Dated as of April 27, 2022 to Indenture dated as of April 27, 2022 2.625% Senior Notes due 2023 5.875% Senior Notes due 2026 4.500% Senior...First Supplemental Indenture • April 27th, 2022 • HF Sinclair Corp • Pipe lines (no natural gas) • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 27, 2022 (this “First Supplemental Indenture”), is between HF Sinclair Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a national banking association, as trustee (the “Trustee”).
THIRD AMENDED AND RESTATED JOINT FILING AGREEMENTJoint Filing Agreement • May 4th, 2023 • HF Sinclair Corp • Pipe lines (no natural gas)
The undersigned each agree that (i) the statement on Schedule 13D relating to the common units representing limited partnership interests of Holly Energy Partners, L.P., a Delaware limited partnership, has been adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13D will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them, and (iii) the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 apply to each of them. This agreement may be terminated with respect to the obligation to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signature hereto, at the principal office thereof.
AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 9th, 2022 • HF Sinclair Corp • Pipe lines (no natural gas)
THIS AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made as of March 14, 2022 (the “Amendment Date”) by and among (a) The Sinclair Companies, a corporation organized under the Laws of the State of Wyoming (“Sinclair HoldCo”) and the sole member of Hippo Holding LLC, a limited liability company organized under the Laws of the State of Delaware (the “Company”), (b) the Company, (c) HollyFrontier Corporation, a corporation organized under the Laws of the State of Delaware (“Parent”), (d) Hippo Parent Corporation, a corporation and wholly owned subsidiary of Parent organized under the Laws of the State of Delaware (“New Parent”), and (e) Hippo Merger Sub, Inc., a corporation and wholly owned Subsidiary of New Parent organized under the Laws of the State of Delaware (“Parent Merger Sub” and, together with Parent and New Parent, the “Parent Parties”). Sinclair HoldCo, the Company, Parent, New Parent, and Parent Merger Sub are each referred to herein individually as a “Part
PARENT GUARANTY AGREEMENTParent Guaranty Agreement • December 1st, 2023 • HF Sinclair Corp • Pipe lines (no natural gas) • Texas
This Parent Guaranty Agreement dated as of December 1, 2023 (this “Guaranty”) is executed by HF SINCLAIR CORPORATION, a Delaware corporation (“Guarantor”), in favor of Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) for the ratable benefit of itself, the Lenders, the Issuing Banks, and the Swap Counterparties (as defined below) (together with the Administrative Agent, the Issuing Banks, and the Lenders, individually a “Beneficiary”, and collectively, the “Beneficiaries”).
SUCCESSOR TRANSITION AGREEMENT AND RELEASE OF CLAIMSSuccessor Transition Agreement and Release of Claims • February 15th, 2023 • HF Sinclair Corp • Pipe lines (no natural gas)
This Successor Transition Agreement and Release of Claims (this “Agreement”) is between HF Sinclair Corporation, HollyFrontier Corporation and HollyFrontier Payroll Services, Inc., on behalf of themselves and their respective parents, subsidiaries, and affiliates (collectively the “Company”), and me, Michael C. Jennings. By signing this Agreement, I am agreeing to release all claims against the Company, and promising not to sue the Company in the future, all as described in more detail below. In exchange for my agreements and promises and the timely execution (and non-revocation) of the release of claims in the form set forth as Attachment B (the “Release”), which attachment is part of this Agreement, the Company has agreed to pay me Benefits (set forth on Attachment A) which I understand I would not receive unless I sign and do not timely revoke this Agreement. I acknowledge and agree to the following:
SECOND AMENDED AND RESTATED TRANSPORTATION SERVICES AGREEMENTTransportation Services Agreement • March 1st, 2023 • HF Sinclair Corp • Pipe lines (no natural gas)
This SECOND AMENDED AND RESTATED TRANSPORTATION SERVICES AGREEMENT (this “Agreement”), effective as of March 1, 2023 (the “Effective Date”), is entered into by and between UNEV PIPELINE, LLC, a Delaware limited liability company (“UNEV”) and HF SINCLAIR REFINING & MARKETING LLC, a Delaware limited liability company (f/k/a HollyFrontier Refining & Marketing LLC) (“Shipper”). UNEV and Shipper are sometimes individually referred to herein as a “Party” and collectively referred to as “Parties.”
AMENDMENT TO RETIREMENT AGREEMENT AND RELEASERetirement Agreement and Release • January 30th, 2023 • HF Sinclair Corp • Pipe lines (no natural gas)
This Amendment to Retirement Agreement and Release (this “Amendment”) is between HF Sinclair Corporation, HF Sinclair Refining & Marketing LLC (formerly known as HollyFrontier Refining & Marketing LLC), HF Sinclair Renewables Holding Company LLC (formerly known as HollyFrontier Renewables Holding Company LLC) and HF Sinclair Payroll Services, Inc. (formerly known as HollyFrontier Payroll Services, Inc.), on behalf of themselves and their respective parents, subsidiaries, and affiliates (collectively, the “Company”), and me, Thomas G. Creery.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 2nd, 2024 • HF Sinclair Corp • Pipe lines (no natural gas) • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 1, 2024, by and between HF Sinclair Corporation, a Delaware corporation (the “Company”), on the one hand, and REH Company (the “Selling Stockholder”), on the other hand.
SECOND AMENDED AND RESTATED JOINT FILING AGREEMENTJoint Filing Agreement • March 17th, 2022 • HF Sinclair Corp • Pipe lines (no natural gas)
The undersigned each agree that (i) the statement on Schedule 13D relating to the common units representing limited partnership interests of Holly Energy Partners, L.P., a Delaware limited partnership, has been adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13D will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them, and (iii) the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 apply to each of them. This agreement may be terminated with respect to the obligation to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signature hereto, at the principal office thereof.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 14th, 2022 • HF Sinclair Corp • Delaware
This ASSIGNMENT AND ASSUMPTION AGREEMENT is entered into as of March 14, 2022 (the “Effective Date”), by and among HollyFrontier Corporation, a Delaware corporation (“HFC”), and HF Sinclair Corporation, a Delaware corporation (“HF Sinclair”). HFC and HF Sinclair are each individually referred to as a “Party” and collectively as the “Parties.”
