THIS FOURTH SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of September 6, 2019, is by and among Andeavor Logistics LP (f/k/a Tesoro Logistics LP), a Delaware limited partnership (ANDX), Tesoro Logistics Finance Corp., a Delaware corporation (together with ANDX, the Issuers), and U.S. Bank National Association, as trustee (the Trustee).
WHEREAS, the Issuers and the Trustee are parties to that certain Indenture dated as of May 12, 2016, creating the Issuers 6.375% Senior Notes due 2024 (the Notes), as supplemented by that Supplemental Indenture, dated as of November 2, 2016, as further supplemented by that First Supplemental Indenture, dated as of October 30, 2017, as further supplemented by that Second Supplemental Indenture, dated as of November 20, 2017, as further supplemented by that Third Supplemental Indenture, dated as of August 6, 2018, and as further amended and supplemented in relation to the Notes (the Indenture);
WHEREAS, $450,000,000 aggregate principal amount of the Notes is currently outstanding;
WHEREAS, Section 9.02 of the Indenture provides that, with the consent of the Holders, with respect to the Notes, of at least a majority in aggregate principal amount of the Notes then-outstanding (including, without limitation, consents obtained in connection with an exchange offer for the Notes), the Issuers and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the Indenture or the Notes (subject to certain exceptions);
WHEREAS, the Issuers desire and have requested the Trustee to join with them in entering into this Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 9.02 of the Indenture;
WHEREAS, the Issuers have been soliciting consents to this Supplemental Indenture upon the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement (herein so called) of MPLX LP and the Issuers dated August 22, 2019 (which, including any amendments, modifications or supplements thereto, governs the Consent Solicitation for the Notes); and
WHEREAS, (1) the Issuers have received the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes (excluding any Notes owned by the Issuers or any of their Affiliates), all as certified by an Officers Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture, (2) the Issuers have delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 9.06 of the Indenture and (3) the Issuers have satisfied all other conditions required under Article IX of the Indenture to enable the Issuers and the Trustee to enter into this Supplemental Indenture.
NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:
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