EXHIBIT 4.9
FIRST SUPPLEMENTAL INDENTURE
Dated as of May 22, 2022
to
Indenture dated as of April 8, 2022
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of May 22, 2022, among UNEV Pipeline, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), Holly Energy Partners, L.P., a Delaware limited partnership (“Holly Energy Partners”), and Holly Energy Finance Corp. (“Finance Corp.” and collectively with Holly Energy Partners, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank Trust Company, National Association, as trustee under the Indenture referred to herein (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 April 8, 2022, providing for the issuance of 6.375% Senior Notes due 2027 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth therein (the “Note Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this First 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 Subsidiary 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. AGREEMENTTO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide a Guarantee on the terms and subject to the conditions set forth in the Indenture including but not limited to Article 10 thereof.
3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, partner, member, employee, incorporator, manager, unit holder or other owner of an Equity Interest of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, any Note Guarantees, the Indenture or this First 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 and the Note Guarantees.
4. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE.
5. COUNTERPARTS. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. EFFECTOF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Issuers.
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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and attested, all as of the date first above written.
| GUARANTEEING SUBSIDIARY: | ||
| UNEV PIPELINE, LLC, a Delaware limited liability company | ||
| By: | /s/ John Harrison | |
| John Harrison | ||
| Vice President, Finance, Strategy and Treasurer | ||
SIGNATURE PAGETO FIRST SUPPLEMENTAL INDENTURE
| 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 | |||||
| By: | /s/ John Harrison | |||||
| John Harrison | ||||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||||
| HOLLY ENERGY FINANCE CORP. | ||||||
| By: | /s/ John Harrison | |||||
| John Harrison | ||||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||||
SIGNATURE PAGETO FIRST SUPPLEMENTAL INDENTURE
| OTHER GUARANTORS: | ||
| CHEYENNE LOGISTICS LLC, a Delaware limited liability company | ||
| EL DORADO LOGISTICS LLC, a Delaware limited liability company | ||
| EL DORADO OPERATING LLC, a Delaware limited liability company | ||
| EL DORADO OSAGE LLC, a Delaware limited liability company | ||
| FRONTIER ASPEN LLC, a Delaware limited liability company | ||
| HEP CHEYENNE LLC, a Delaware limited liability company | ||
| HEP CUSHING LLC, a Delaware limited liability company | ||
| HEP EL DORADO LLC, a Delaware limited liability company | ||
| HEP LOGISTICS GP, L.L.C., a Delaware limited liability company | ||
| HEP MOUNTAIN HOME, L.L.C., a Delaware limited liability company | ||
| HEP OKLAHOMA, LLC, a Delaware limited liability company | ||
| HEP PIPELINE, L.L.C., a Delaware limited liability company | ||
| HEP PIPELINE GP, 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 | ||
SIGNATURE PAGETO FIRST SUPPLEMENTAL INDENTURE
| HEP TULSA LLC, a Delaware limited liability company | ||
| HEP UNEV HOLDINGS LLC, a Delaware limited liability company | ||
| HEP UNEV PIPELINE LLC, a Delaware limited liability company | ||
| HEP WOODS CROSS, L.L.C., a Delaware limited liability company | ||
| HOLLY ENERGY HOLDINGS LLC, a Delaware limited liability company | ||
| HOLLY ENERGY STORAGE-LOVINGTON 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 | ||
| SLC PIPELINE LLC, a Delaware limited liability company | ||
| WOODS CROSS OPERATING LLC, a Delaware limited liability company | ||
| SINCLAIR TRANSPORTATION COMPANY LLC, a Wyoming limited liability company | ||
| By: | /s/ John Harrison | |
| John Harrison | ||
| Senior Vice President, Chief Financial Officer and Treasurer | ||
SIGNATURE PAGETO FIRST SUPPLEMENTAL INDENTURE
| 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/ John Harrison | |||||
| John Harrison | ||||||
| Senior Vice President, Chief Financial Officer 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/ John Harrison | |||||
| John Harrison | ||||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||||
| HOLLY ENERGY PARTNERS—OPERATING, L.P., a Delaware limited partnership | ||||||
| By: | HEP Logistics GP, L.L.C., a Delaware limited liability company, its General Partner | |||||
| By: | /s/ John Harrison | |||||
| John Harrison | ||||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||||
SIGNATURE PAGETO FIRST SUPPLEMENTAL INDENTURE
| SINCLAIR LOGISTICS, LLC, a Wyoming limited liability company | ||||
| SINCLAIR PIPELINE COMPANY, LLC, a Wyoming limited liability company | ||||
| By: | Sinclair Transportation Company LLC, a Wyoming limited liability company, its Sole Member | |||
| By: | /s/ John Harrison | |||
| John Harrison | ||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||
SIGNATURE PAGETO FIRST SUPPLEMENTAL INDENTURE
| U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee | ||
| By: | /s/ Michael K. Herberger | |
| Name: | Michael K. Herberger | |
| Title: | Vice President | |
SIGNATURE PAGETO FIRST SUPPLEMENTAL INDENTURE