HollyFrontier Corp - FORM 10-K - EX-4.8 - EXHIBIT 4.8

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EX-4.9 - EXHIBIT 4.9 - HollyFrontier Corp	c96998exv4w9.htm
EX-32.2 - EXHIBIT 32.2 - HollyFrontier Corp	c96998exv32w2.htm
EX-32.1 - EXHIBIT 32.1 - HollyFrontier Corp	c96998exv32w1.htm
EX-21.1 - EXHIBIT 21.1 - HollyFrontier Corp	c96998exv21w1.htm
EX-23.1 - EXHIBIT 23.1 - HollyFrontier Corp	c96998exv23w1.htm
EX-4.11 - EXHIBIT 4.11 - HollyFrontier Corp	c96998exv4w11.htm
EX-31.1 - EXHIBIT 31.1 - HollyFrontier Corp	c96998exv31w1.htm
EX-4.10 - EXHIBIT 4.10 - HollyFrontier Corp	c96998exv4w10.htm
EX-31.2 - EXHIBIT 31.2 - HollyFrontier Corp	c96998exv31w2.htm
10-K - FORM 10-K - HollyFrontier Corp	c96998e10vk.htm

Exhibit 4.8

THIRD SUPPLEMENTAL INDENTURE

Third Supplemental Indenture (this “Third Supplemental Indenture”), dated as of June 11, 2009, among Lovington-Artesia, L.L.C., 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, together with Holly 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, and 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;

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.

4. 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 securities laws and it is the view of the SEC that such a waiver is against public policy.

5. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS THIRD SUPPPLEMENTAL INDENTURE.

6. 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.

7. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

8. 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.

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: LOVINGTON-ARTESIA, L.L.C., a Delaware limited liability company
	By:	Holly Energy Partners — Operating, L.P.,
		a Delaware limited partnership,
		its Sole Member


	By:	HEP Logistics GP, L.L.C., a Delaware
		limited liability company, its General Partner

	By:	Holly Energy Partners, L.P., a Delaware
		limited partnership, its Sole Member

	By:	HEP Logistics Holdings, L.P., a Delaware
		limited partnership, its General Partner

	By:	Holly Logistic Services, L.L.C., a Delaware
		limited liability company, its General Partner


	By:	/s/ Bruce R. Shaw
		Bruce R. Shaw
		Senior Vice President and Chief Financial Officer

S-1


	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/ Bruce R. Shaw
		Bruce R. Shaw
		Senior Vice President and Chief Financial Officer


	HOLLY ENERGY FINANCE CORP.
	By:	/s/ Bruce R. Shaw
		Bruce R. Shaw
		Vice President and Chief Financial Officer

S-2


	OTHER GUARANTORS: HEP LOGISTICS GP, L.L.C., a Delaware limited liability company
	By:	Holly Energy Partners, L.P., a Delaware
		limited partnership, its Sole Member


	By:	HEP Logistics Holdings, L.P., a Delaware
		limited partnership, its General Partner

	By:	Holly Logistic Services, L.L.C., a Delaware
		limited liability company, its General Partner


	By:	/s/ Bruce R. Shaw
		Bruce R. Shaw
		Senior Vice President and Chief Financial Officer


	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:	Holly Energy Partners, L.P., a Delaware
		limited partnership, its Sole Member

	By:	HEP Logistics Holdings, L.P., a Delaware
		limited partnership, its General Partner

	By:	Holly Logistic Services, L.L.C., a Delaware
		limited liability company, its General Partner


	By:	/s/ Bruce R. Shaw
		Bruce R. Shaw
		Senior Vice President and Chief Financial Officer

S-3


	HEP PIPELINE GP, L.L.C., a Delaware limited liability company HEP REFINING 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 REFINING, L.L.C., a Delaware limited liability company HEP WOODS CROSS, L.L.C., a Delaware limited liability company
	Each by:	Holly Energy Partners—Operating, L.P., a
		Delaware limited partnership and its Sole Member


	By:	HEP Logistics GP, L.L.C., a Delaware
		limited liability company, its General Partner

	By:	Holly Energy Partners, L.P., a Delaware
		limited partnership, its Sole Member

	By:	HEP Logistics Holdings, L.P., a Delaware
		limited partnership, its General Partner

	By:	Holly Logistic Services, L.L.C., a
		Delaware limited liability company, its
		General Partner


	By:	/s/ Bruce R. Shaw
		Bruce R. Shaw
		Senior Vice President and Chief Financial Officer

S-4


	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 and its General Partner


	By:	Holly Energy Partners—Operating, L.P., a
		Delaware limited partnership, its Sole Member

	By:	HEP Logistics GP, L.L.C., a Delaware
		limited liability company, its General Partner

	By:	Holly Energy Partners, L.P., a Delaware
		limited partnership, its Sole Member

	By:	HEP Logistics Holdings, L.P., a Delaware
		limited partnership, its General Partner

	By:	Holly Logistic Services, L.L.C., a
		Delaware limited liability company, its General Partner


	By:	/s/ Bruce R. Shaw
		Bruce R. Shaw
		Senior Vice President and Chief Financial Officer

S-5


	HEP REFINING ASSETS, L.P., a Delaware limited partnership
	By:	HEP Refining GP, L.L.C., a Delaware
		limited liability company and its General Partner


	By:	Holly Energy Partners—Operating, L.P., a
		Delaware limited partnership, its Sole Member

	By:	HEP Logistics GP, L.L.C., a Delaware
		limited liability company, its General Partner

	By:	Holly Energy Partners, L.P., a Delaware
		limited partnership, its Sole Member

	By:	HEP Logistics Holdings, L.P., a Delaware
		limited partnership, its General Partner

	By:	Holly Logistic Services, L.L.C., a Delaware
		limited liability company, its General Partner


	By:	/s/ Bruce R. Shaw
		Bruce R. Shaw
		Senior Vice President and Chief Financial Officer

S-6


	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	By:	/s/ Seth Dodson
		Seth Dodson
		Vice President

S-7

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