THIRD SUPPLEMENTAL INDENTURE
Execution Version
THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of May 29, 2018, among HEP Oklahoma LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), Xxxxx Energy Partners, L.P., a Delaware limited partnership (“Xxxxx Energy Partners”), and Xxxxx Energy Finance Corp. (“Finance Corp.” and collectively with Xxxxx 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 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 July 19, 2016, providing for the issuance of 6% Senior Notes due 2024 (the “Notes”), a First Supplemental Indenture, dated as of November 2, 2016, providing for the addition of Xxxxx Cross Operating LLC, a Delaware limited liability company, as Guarantor under the Indenture and a Second Supplemental Indenture, dated as of July 26, 2017, providing for the addition of Xxxxx Energy Holdings LLC, a Delaware limited liability company, and HEP Cheyenne Shortline LLC, a Delaware limited liability, as Guarantors 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 herein (the “Note Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Third 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 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.
3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Issuers or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Third 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
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securities laws and it is the view of the U.S. Securities and Exchange Commission that such a waiver is against public policy.
4. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS THIRD SUPPLEMENTAL INDENTURE.
5. COUNTERPARTS. The parties may sign any number of copies of this Third 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 Third 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 Third Supplemental Indenture to be duly executed and attested, all as of the date first above written.
GUARANTEEING SUBSIDIARY:
HEP OKLAHOMA LLC, a Delaware limited liability company
By: /s/ Xxxx Harrison__________________________
Xxxx Xxxxxxxx
Vice President and Treasurer
ISSUERS:
XXXXX ENERGY PARTNERS, L.P.
By: | HEP Logistic Holdings, L.P., its general partner |
By: | Xxxxx Logistic Services, L.L.C., its general partner |
By: /s/ Xxxx Harrison__________________
Xxxx Xxxxxxxx
Vice President and Treasurer
XXXXX ENERGY FINANCE CORP.
By: /s/ Xxxx Harrison__________________________
Xxxx Xxxxxxxx
Vice President and Treasurer
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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 CHEYENNE SHORTLINE 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 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
HEP TULSA LLC, a Delaware limited liability company
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HEP UNEV HOLDINGS LLC, a Delaware limited liability company
HEP UNEV PIPELINE LLC, a Delaware limited liability company
HEP XXXXX CROSS, L.L.C., a Delaware limited liability company
XXXXX ENERGY HOLDINGS LLC, a Delaware limited liability company
XXXXX ENERGY PARTNERS-OPERATING, L.P., a Delaware limited partnership
XXXXX 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
XXXXX CROSS OPERATING LLC, a Delaware limited liability company
HEP FIN-TEX/TRUST RIVER, L.P., a Texas limited partnership
HEP PIPELINE ASSETS, LIMITED PARTNERSHIP, a Delaware limited partnership
HEP REFINING ASSETS, L.P., a Delaware limited partnership
By: /s/ Xxxx Harrison__________________________
Xxxx Xxxxxxxx
Vice President and Treasurer
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HEP NAVAJO SOUTHERN, L.P., a Delaware limited partnership
By: | HEP Pipeline GP, L.L.C., a Delaware limited liability company, its General Partner |
By: /s/ Xxxx Harrison____________________
Xxxx Xxxxxxxx
Vice President and Treasurer
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U.S. BANK NATIONAL ASSOCIATION,
as Trustee
as Trustee
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
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