Item 1.01 Entry into a Material Definitive Agreement.
On April 30, 2021, Holly Energy Partners, L.P. (the "Partnership"), as borrower,
certain of its affiliates, as guarantors, Wells Fargo Bank, National
Association, as administrative agent and an issuing bank, and the financial
institutions party thereto as lenders entered into that certain Amendment No. 1
to Third Amended and Restated Credit Agreement (the "Amendment"), which amended
certain terms of that certain Third Amended and Restated Credit Agreement, dated
as of July 27, 2017 by and among the Partnership, as borrower, Wells Fargo Bank,
National Association, as administrative agent and an issuing bank, and each of
the financial institutions party thereto from time to time as lenders (as
amended by the Amendment, the "Credit Agreement"). Pursuant to the Amendment,
the maturity date under the Credit Agreement will be extended to July 27, 2025
and the commitments shall be reduced from $1.4 billion to $1.2 billion; provided
that the Credit Agreement will continue to provide for an accordion feature that
allows the Partnership to increase commitments under the Credit Agreement up to
a maximum amount of $1.7 billion, subject to satisfaction of the terms and
conditions set forth in the Credit Agreement. The sublimit for letters of credit
under the Credit Agreement is $50 million, which sublimit amount can be
increased at the Partnership's election up to $100 million upon satisfaction of
certain terms and conditions specified in the Credit Agreement.
Prior to the Investment Grade Date (as defined in the Credit Agreement),
Indebtedness under the Credit Agreement will bear interest, at the Partnership's
option, at either (a) the reference rate as announced by the administrative
agent plus an applicable margin (ranging from 0.75% to 1.75%) or (b) at a rate
equal to the interest rate per annum reported by Bloomberg L.P. in its index of
rates applicable to Dollar deposits in the London interbank market plus an
applicable margin (ranging from 1.75% to 2.75%). In each case, the applicable
margin is based upon the Total Leverage Ratio (as defined in the Credit
Agreement) for the four most recently completed fiscal quarters. Prior to the
Investment Grade Date (as defined in the Credit Agreement), the Partnership
incurs a commitment fee on the unused portion of the Credit Agreement at a rate
ranging from 0.300% to 0.500% based upon the Total Leverage Ratio for the four
most recently completed fiscal quarters. After the Investment Grade Date,
indebtedness under the Credit Agreement will bear interest, at the Partnership's
option, at either (a) the reference rate as announced by the administrative
agent plus an applicable margin (ranging from 0.25% to 1.125%) or (b) at a rate
equal to the interest rate per annum reported by Bloomberg L.P. in its index of
rates applicable to Dollar deposits in the London interbank market plus an
applicable margin (ranging from 1.25% to 2.125%). In each case, the applicable
margin is based upon the rating issued from time to time by Moody's and S&P, as
applicable, to the Partnership's senior, unsecured, non-credit enhanced
long-term debt. After the Investment Grade Date, the Partnership will incur a
commitment fee on the unused portion of the Credit Agreement at a rate ranging
from 0.150% to 0.350% based upon the Partnership's senior, unsecured, non-credit
enhanced long-term debt.
The foregoing description of the Amendment and the Credit Agreement does not
purport to be complete. The description of the Amendment and the Credit
Agreement herein is qualified by reference to the copy of the Amendment filed as
Exhibit 10.1 to this report, which is incorporated by reference into this report
in its entirety.
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Item 2.03 Creation of a Direct Financial Obligation.
The information set forth in Item 1.01 of this report is incorporated by
reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
10.1*+ Amendment No. 1 to Third Amended and Restated Credit Agreement dated
April 30, 2021, among Holly Energy Partners, L.P., as borrower,
certain of its affiliates, as guarantors, Wells Fargo Bank, National
Association, as administrative agent, an issuing bank and a lender,
and certain other lenders party thereto.*
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
*Filed herewith.
+ Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The registrant agrees to furnish supplementally a copy of the
omitted schedules and exhibits to the SEC upon request.
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