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EXHIBIT 4.5
HOLLY CORPORATION
SERIES D SENIOR NOTE DUE DECEMBER 15, 2005
No. RD-1 Dallas, Texas
$6,000,000 November 21, 1995
PPN: 435758 B# 3
HOLLY CORPORATION (the "Company"), a Delaware corporation, for value
received, hereby promises to pay to JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
or registered assigns the principal sum of SIX MILLION DOLLARS ($6,000,000) on
December 15, 2005 and to pay interest (computed on the basis of a 360-day year
of twelve 30-day months) on the unpaid principal balance thereof from the date
of this Note at the rate set forth in the table below during the periods set
forth in the table below:
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PERIOD INTEREST RATE
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Closing Date through June 14, 1996 10.160%
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June 15, 1996 through June 14, 1997 9.770%
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June 15, 1997 through June 14, 1998 9.380%
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June 15, 1998 through June 14, 1999 8.990%
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June 15, 1999 through December 14, 1999 8.600%
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December 15, 1999 through June 14, 2000 8.730%
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June 15, 2000 through December 14, 2000 8.275%
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December 15, 2000 through June 14, 2001 8.366%
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June 15, 2001 through December 14, 2005 7.820%
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payable semi-annually on the 15th day of each June and December in each year
commencing on the later of June 15, 1996 or the interest payment date next
succeeding the date hereof, until the principal amount hereof shall be due and
payable; and to pay on demand interest on any overdue principal (including any
overdue prepayment of principal) and Make-Whole Amount, if any, and (to the
extent permitted by applicable law) on any overdue installment of interest, at
a rate equal to the higher of
(a) the sum of
(i) two percent (2%) per annum plus
(ii) the rate of interest applicable thereto at the time
such additional interest first became payable as set forth in the
table above, or
(b) the lesser of
2
(i) the maximum rate permitted by applicable law, and
(ii) the sum of
(A) two percent (2%) per annum plus
(B) the rate of interest publicly announced by
Morgan Guaranty Trust Company of New York from time to time in
New York City as its Prime Rate.
In no event shall the Company be required to pay any amounts as interest or
Make-Whole Amount hereunder in an amount or at a rate exceeding the maximum
rate permitted by law.
Payments of principal, Make-Whole Amount, if any, and interest shall
be made in such coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts to the
registered holder hereof at the address shown in the register maintained by the
Company for such purpose, in the manner provided in the Note Agreement (defined
below).
This Note is one of an issue of Series D Notes of the Company issued
in an aggregate principal amount limited to $21,000,000 pursuant to separate
Note Agreements (collectively, the "Note Agreement"), each dated as of November
15, 1995, between the Company and, respectively, each of the purchasers listed
on Annex 1 to the Note Agreement, and is entitled to the benefits thereof.
Capitalized terms used herein and not otherwise defined herein have the
meanings specified in the Note Agreement. As provided in the Note Agreement,
this Note is subject to prepayment, in whole or in part, in certain cases
without a Make-Whole Amount and in other cases with a Make-Whole Amount. The
Company agrees to make required prepayments on account of such Notes in
accordance with the provisions of the Note Agreement.
This Note is a registered Note and is transferable only by surrender
thereof at the principal office of the Company as specified in the Note
Agreement, duly endorsed or accompanied by a written instrument of transfer
duly executed by the registered holder of this Note or its attorney duly
authorized in writing.
Under certain circumstances, as specified in the Note Agreement, the
principal of this Note (together with any applicable Make-Whole Amount) may be
declared due and payable in the manner and with the effect provided in the Note
Agreement.
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THIS NOTE AND THE NOTE AGREEMENT ARE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, INTERNAL NEW YORK LAW.
HOLLY CORPORATION
By: /s/ HENRY A. TEICHHOLZ
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Name: Henry A. Teichholz
Title: Vice President, Treasurer
and Controller
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Schedule to Exhibit Number 4.5
Three other Series D Senior Notes were executed, each substantially
identical to Exhibit Number 4.5 except that the Payees and principal amounts of
the other Series D Senior Notes were as follows:
Payee Principal Amount
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1. John Hancock Mutual Life Insurance Company $12,000,000.00
2. John Hancock Variable Life Insurance Company $ 2,000,000.00
3. Pan-American Life Insurance Company $ 1,000,000.00
The Series D Senior Notes did not differ in any other material respect.