Exhibit 4.1
FOURTH SUPPLEMENTAL INDENTURE
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of August 6, 2012, among HEP UNEV Holdings LLC, a Delaware limited liability company (“HEP UNEV Holdings”) and HEP UNEV Pipeline LLC, a Delaware limited liability company (“HEP UNEV Pipeline, and together with HEP UNEV Holdings, the “Guaranteeing Subsidiaries”), Holly Energy Partners, L.P., a Delaware limited partnership (“Holly Energy Partners”), and Holly Energy Finance Corp. (“Finance Corp.” and, together with Holly Energy Partners, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of March 10, 2010, providing for the issuance of 8.25% Senior Notes due 2018 (the “Notes”), as supplemented and amended by the First Supplemental Indenture, dated as of April 14, 2010, the Second Supplemental Indenture, dated as of June 4, 2010, and the Third Supplemental Indenture, dated as of December 29, 2011;
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Fourth Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries hereby agree to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
4. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiaries, as such, shall have any liability for any obligations of the Issuers or any Guaranteeing Subsidiaries under the Notes, any Note Guarantee, the Indenture or this Fourth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
5. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FOURTH SUPPLEMENTAL INDENTURE.
6. COUNTERPARTS. The parties may sign any number of copies of this Fourth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fourth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Issuers.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed and attested, all as of the date first above written.
GUARANTEEING SUBSIDIARIES:
HEP UNEV HOLDINGS LLC, a Delaware limited liability company
By: /s/ Stephen D. Wise
Name: Stephen D. Wise
Title: Vice President and Treasurer
HEP UNEV PIPELINE LLC, a Delaware limited liability company
By: /s/ Stephen D. Wise
Name: Stephen D. Wise
Title: Vice President and Treasurer
ISSUERS:
HOLLY ENERGY PARTNERS, L.P.
| By: | HEP Logistic Holdings, L.P., Its General Partner |
By: Holly Logistic Services, L.L.C.,
Its General Partner
Its General Partner
By: /s/ Stephen D. Wise
Name: Stephen D. Wise
Title: Vice President and Treasurer
HOLLY ENERGY FINANCE CORP.
By: /s/ Stephen D. Wise
Name: Stephen D. Wise
Title: Vice President and Treasurer
OTHER GUARANTORS:
HEP LOGISTICS GP, L.L.C., a Delaware limited liability company
By: /s/ Stephen D. Wise
Name: Stephen D. Wise
Title: Vice President and Treasurer
HOLLY ENERGY PARTNERS-OPERATING, L.P., a Delaware limited partnership
By: /s/ Stephen D. Wise
Name: Stephen D. Wise
Title: Vice President and Treasurer
HOLLY ENERGY STORAGE-TULSA LLC, a Delaware limited liability company
By: /s/ Stephen D. Wise
Name: Stephen D. Wise
Title: Vice President and Treasurer
HOLLY ENERGY STORAGE-LOVINGTON LLC, a Delaware limited liability company
By: /s/ Stephen D. Wise
Name: Stephen D. Wise
Title: Vice President and Treasurer
CHEYENNE LOGISTICS LLC, a Delaware limited liability company
By: /s/ Stephen D. Wise
Name: Stephen D. Wise
Title: Vice President and Treasurer
EL DORADO LOGISTICS LLC, a Delaware limited liability company
By: /s/ Stephen D. Wise
Name: Stephen D. Wise
Title: Vice President and Treasurer
HEP PIPELINE GP, L.L.C., a Delaware limited liability company
HEP PIPELINE, L.L.C., a Delaware limited liability company
HEP MOUNTAIN HOME, L.L.C., a Delaware limited liability company
HEP REFINING, L.L.C., a Delaware limited liability company
HEP REFINING GP, L.L.C., a Delaware limited liability company
HEP WOODS CROSS, L.L.C., a Delaware limited liability company
HEP TULSA LLC, a Delaware limited liability company
HEP SLC, LLC, a Delaware limited liability company
LOVINGTON-ARTESIA, L.L.C., a Delaware limited liability company
ROADRUNNER PIPELINE, L.L.C., a Delaware limited liability company
| Each By: | Holly Energy Partners – Operating, L.P., a Delaware limited liability company and Its Sole Member |
By: /s/ Stephen D. Wise
Name: Stephen D. Wise
Title: Vice President and Treasurer
HEP FIN-TEX/TRUST-RIVER, L.P., a Texas limited partnership
HEP NAVAJO SOUTHERN, L.P., a Delaware limited partnership
HEP PIPELINE ASSETS, LIMITED PARTNERSHIP, a Delaware limited partnership
| Each by: | HEP Pipeline GP, L.L.C., a Delaware limited liability company, its General Partner |
By: /s/ Stephen D. Wise
Name: Stephen D. Wise
Title: Vice President and Treasurer
HEP REFINING ASSETS, L.P., a Delaware limited partnership
| By: | HEP Refining GP, L.L.C., a Delaware limited liability company, its General Partner |
By: /s/ Stephen D. Wise
Name: Stephen D. Wise
Title: Vice President and Treasurer
TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
as Trustee
By: /s/ Steven A. Finklea
Name: Steven A. Finklea
Name: Steven A. Finklea
Title: Vice President
FOURTH SUPPLEMENTAL INDENTURE
US 1617545v.1