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Document/Exhibit Description Pages Size 1: S-3 Registration Statement - Securities for a HTML 475K Transaction 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 289K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 309K 4: EX-4.7 Instrument Defining the Rights of Security Holders HTML 35K 5: EX-4.9 Instrument Defining the Rights of Security Holders HTML 35K 6: EX-5.1 Opinion of Counsel re: Legality HTML 40K 7: EX-5.2 Opinion of Counsel re: Legality HTML 29K 8: EX-8.1 Opinion of Counsel re: Tax Matters HTML 21K 9: EX-22.1 Published Report re: Matters Submitted to a Vote HTML 25K of Security Holders 10: EX-23.1 Consent of Expert or Counsel HTML 15K 11: EX-23.2 Consent of Expert or Counsel HTML 14K 12: EX-FILING FEES Filing Fees HTML 59K
EX-4.7 |
EXHIBIT 4.7
SECOND SUPPLEMENTAL INDENTURE
Dated as of May 22, 2022
to
Indenture dated as of February 4, 2020
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second 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 (successor in interest to U.S. Bank 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 February 4, 2020, providing for the issuance of 5.000% Senior Notes due 2028 (the “Notes”), and a first supplemental indenture, dated March 14, 2022, providing for the addition of Sinclair Transportation Company LLC, a Wyoming limited liability company, Sinclair Logistics, LLC, a Wyoming limited liability company, and Sinclair Pipeline Company, LLC, a Wyoming limited liability company, each as a Guarantor under the Indenture;
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 Second 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. AGREEMENT TO 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 Second 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 SECOND SUPPLEMENTAL INDENTURE.
5. COUNTERPARTS. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6. EFFECT OF 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 Second 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.
[Remainder of Page Intentionally Left Blank]
2
IN WITNESS WHEREOF, the parties hereto have caused this Second 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 | |
Vice President, Finance, Strategy and Treasurer |
SIGNATURE PAGE TO SECOND 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 | |||||
Senior Vice President, Chief Financial Officer and Treasurer |
HOLLY ENERGY FINANCE CORP. | ||
By: | /s/ John Harrison | |
Senior Vice President, Chief Financial Officer and Treasurer |
SIGNATURE PAGE TO SECOND 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 PAGE TO SECOND 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 | |
Senior Vice President, Chief Financial Officer and Treasurer |
SIGNATURE PAGE TO SECOND 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 | |||
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 | |||
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 | |||
Senior Vice President, Chief Financial Officer and Treasurer |
SIGNATURE PAGE TO SECOND 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 | |||
Senior Vice President, Chief Financial Officer and Treasurer |
SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee | ||
By: | /s/ Michael K. Herberger | |
Name: | Michael K. Herberger | |
Title: | Vice President |
SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE
This ‘S-3’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 5/23/22 | 8-K | ||
5/22/22 | ||||
3/14/22 | 3, 8-K, 8-K/A | |||
2/4/20 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/21/24 HF Sinclair Corp. 10-K 12/31/23 133:18M 12/04/23 Holly Energy Partners LP POS AM 1:26K Donnelley … Solutions/FA 12/04/23 Holly Energy Partners LP POS AM 1:26K Donnelley … Solutions/FA 12/04/23 Holly Energy Partners LP POS AM 1:26K Donnelley … Solutions/FA 2/28/23 HF Sinclair Corp. 10-K 12/31/22 131:21M 2/28/23 Holly Energy Partners LP 10-K 12/31/22 108:15M 11/07/22 HF Sinclair Corp. 10-Q 9/30/22 82:13M 11/07/22 Holly Energy Partners LP 10-Q 9/30/22 93:14M 11/07/22 Holly Energy Partners LP S-3/A 3:189K Donnelley … Solutions/FA 8/08/22 HF Sinclair Corp. 10-Q 6/30/22 81:12M 8/08/22 Holly Energy Partners LP 10-Q 6/30/22 89:12M |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/23/22 Holly Energy Partners LP 8-K:8,9 5/23/22 11:228K Donnelley … Solutions/FA 5/09/22 Holly Energy Partners LP 10-Q 3/31/22 88:10M 4/08/22 Holly Energy Partners LP 8-K:1,2,9 4/08/22 11:968K Donnelley … Solutions/FA 4/06/22 Holly Energy Partners LP 8-K:8,9 4/06/22 11:168K Donnelley … Solutions/FA 3/16/22 Holly Energy Partners LP 8-K/A:9 3/14/22 14:671K Donnelley … Solutions/FA 3/14/22 Holly Energy Partners LP 8-K:1,2,3,5 3/14/22 14:3.3M Donnelley … Solutions/FA 2/23/22 Holly Energy Partners LP 10-K 12/31/21 92:13M 8/03/21 Holly Energy Partners LP 8-K:1,3,7,9 8/02/21 15:7.8M Donnelley … Solutions/FA 2/20/20 Holly Energy Partners LP 10-K 12/31/19 100:19M 2/04/20 Holly Energy Partners LP 8-K:1,2,9 2/04/20 11:966K Donnelley … Solutions/FA 11/01/17 Holly Energy Partners LP 8-K:3,5,7 10/31/17 3:716K 8/20/04 Holly Energy Partners LP 10-Q 6/30/04 21:1.6M RR Donnelley 6/21/04 Holly Energy Partners LP 8-A12B 1:17K RR Donnelley |