EIGHTH SUPPLEMENTAL INDENTURE
Exhibit 4.2
Eighth Supplemental Indenture (this “Eighth Supplemental Indenture”), dated as of
June 4, 2010, among HEP Operations 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, together with Xxxxx Energy
Partners, the “Issuers”), the other Guarantors (as defined in the Indenture referred to below) 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 February 28, 2005 providing for the issuance of 61/4% Senior Notes due 2015
(the “Notes”), a First Supplemental Indenture, dated as of March 10, 2005, providing for the
addition of HEP Fin-Tex/Trust-River, L.P., a Texas limited partnership, as a Guarantor under the
Indenture, a Second Supplemental Indenture, dated as of April 27, 2005, providing for the
correction of the redemption prices tables in the Indenture and the form of Note, a Third
Supplemental Indenture, dated as of June 11, 2009, providing for the addition of Lovington-Artesia,
L.L.C., a Delaware limited liability company, as a Guarantor under the Indenture, a Fourth
Supplemental Indenture, dated as of June 29, 2009, providing for the addition of HEP SLC, L.L.C., a
Delaware limited liability company, as a Guarantor under the Indenture, a Fifth Supplemental
Indenture dated as of July 13, 2009, providing for the addition of HEP Tulsa LLC, a Delaware
limited liability company, as a Guarantor under the Indenture, a Sixth Supplemental Indenture dated
as of December 15, 2009, providing for the addition of Roadrunner Pipeline L.L.C., a Delaware
limited liability company, as a Guarantor under the Indenture, and a Seventh Supplemental Indenture
dated as of April 14, 2010, providing for the addition of Xxxxx Energy Storage-Tulsa LLC, a
Delaware limited liability company and Xxxxx Energy Storage-Lovington LLC, a Delaware limited
liability company, 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 Eighth 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 Guarantee, the Indenture or this Eighth 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.
4. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS EIGHTH SUPPLEMENTAL INDENTURE.
5. Counterparts. The parties may sign any number of copies of this Eighth
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 Eighth 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]
IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be
duly executed and attested, all as of the date first above written.
| GUARANTEEING SUBSIDIARY: | ||||||||||
| HEP OPERATIONS LLC, a Delaware limited liability company | ||||||||||
| By: | /s/ Xxxxx X. Xxxx | |||||||||
| Name: Xxxxx X. Xxxx | ||||||||||
| Title: Senior Vice President and Chief Financial Officer | ||||||||||
| 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/ Xxxxx X. Xxxx | |||||||||
| Name: Xxxxx X. Xxxx | ||||||||||
| Title: Senior Vice President and Chief Financial Officer | ||||||||||
| XXXXX ENERGY FINANCE CORP. | ||||||||||
| By: | /s/ Xxxxx X. Xxxx | |||||||||
| Name: Xxxxx X. Xxxx | ||||||||||
| Title: Vice President and Chief Financial Officer | ||||||||||
Signature Page to Eighth Supplemental Indenture
S-1
| OTHER GUARANTORS: HEP LOGISTICS GP, L.L.C., a Delaware limited liability company |
||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Vice President and Chief Financial Officer | |||
| XXXXX ENERGY PARTNERS-OPERATING, L.P., a Delaware limited
partnership |
||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Vice President and Chief Financial Officer | |||
| XXXXX ENERGY STORAGE-TULSA LLC, a Delaware limited
liability company |
||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Senior Vice President and Chief Financial Officer | |||
| XXXXX ENERGY STORAGE-LOVINGTON LLC, a Delaware limited
liability company |
||||
| By: | /s/ Xxxxx X. Xxxx | |||
| Name: | Xxxxx X. Xxxx | |||
| Title: | Senior Vice President and Chief Financial Officer | |||
Signature Page to Eighth Supplemental Indenture
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| 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 XXXXX 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: | Xxxxx Energy Partners – Operating, L.P., a Delaware limited liability company and Its Sole Member | |||||||
| By: | /s/ Xxxxx X. Xxxx | |||||||
| Name: Xxxxx X. Xxxx | ||||||||
| Title: Vice President and Chief Financial Officer | ||||||||
Signature Page to Eighth Supplemental Indenture
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| 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/ Xxxxx X. Xxxx | |||||||
| Name: Xxxxx X. Xxxx | ||||||||
| Title: Vice President and Chief Financial Officer | ||||||||
| 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/ Xxxxx X. Xxxx | |||||||
| Name: Xxxxx X. Xxxx | ||||||||
| Title: Vice President and Chief Financial Officer | ||||||||
Signature Page to Eighth Supplemental Indenture
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| TRUSTEE: U.S. BANK NATIONAL ASSOCIATION, as Trustee |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President | |||
Signature Page to Eighth Supplemental Indenture
S-5
