Exhibit 10.1
Amendment and Supplement to Pipeline Lease Agreement
This Amendment and Supplement to
Pipeline Lease Agreement (this “Amendment”) is made and
entered into effective August 31, 2007, by and between HEP
Pipeline Assets, Limited Partnership, a Delaware limited
partnership (“HEP”), and Alon USA, LP, a Texas limited
partnership (“Alon”). HEP and Alon sometimes shall be
referred to herein, collectively, as the
“Parties.”
RECITALS
A. On February 21, 1997,
Navajo Pipeline Company, a Delaware corporation
(“Navajo”), and American Petrofina Pipe Line Company, a
Delaware corporation (“American Petrofina”), executed
that certain Pipeline Lease Agreement pursuant to which Navajo
leased to American Petrofina certain undivided interests in the
capacity of Navajo’s 12” — 8” petroleum
products pipeline that extends between Orla, Texas and El Paso,
Texas (said Pipeline Lease Agreement shall be hereinafter referred
to as the “Pipeline Lease Agreement”).
B. Effective July 13, 2004,
HEP became the owner of the pipeline that is the subject of the
Pipeline Lease Agreement and the successor-in-interest to all of
Navajo’s rights, interests, and obligations under the
Pipeline Lease Agreement.
C. Effective July 31, 2000,
Alon became the successor-in-interest to all of American
Petrofina’s rights, interests, and obligations under the
Pipeline Lease Agreement.
D. HEP and Alon desire to amend
and supplement certain provisions of the Pipeline Lease Agreement
that address leased pipeline capacity, lease terms, and rent.
NOW, THEREFORE, in exchange for the
mutual covenants and other considerations described in this
Amendment, the receipt and sufficiency of which are hereby
acknowledged, HEP and Alon agree as follows:
1. Definitions.
As used in this Amendment, the term the “pipeline”
shall have the meaning ascribed to such term in Recital
Paragraph A of the Pipeline Lease Agreement. All other terms
used, but not otherwise defined in this Amendment, shall have the
meanings ascribed to such terms in the Pipeline Lease
Agreement.
2. Recitals
Paragraphs. The Parties acknowledge and agree that the
recital paragraphs above are an integral part of this
Amendment.
3. Amendment to Initial
Lease. The Parties acknowledge that, prior to this
Amendment, the Initial Lease was for a lease of an undivided
interest in the capacity of the pipeline equal to 7,500 barrels per
day, and that the Initial Lease Term would expire on
August 31, 2008. The Parties agree that, effective
September 1, 2007 (hereinafter referred to as the
“Amendment Date”), the Initial Lease is amended such
that, from the Amendment Date, the Initial Lease shall be a
lease
