Print Page  Close Window

SEC Filings

8-K
MPLX LP filed this Form 8-K on 09/09/2019
Entire Document
 


THIS SIXTH 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 October 29, 2014, creating the Issuers’ (i) 5.50% Senior Notes due 2019 (the “2019 Notes”) and (ii) 6.25% Senior Notes due 2022 (the “2022 Notes”), as supplemented by that Supplemental Indenture, dated as of December 2, 2014, as further supplemented by that Second Supplemental Indenture, dated as of May 21, 2015, as further supplemented by that Supplemental Indenture, dated as of November 2, 2016, as further supplemented by that Third Supplemental Indenture, dated as of October 30, 2017, as further supplemented by that Fourth Supplemental Indenture, dated as of November 20, 2017, as further supplemented by that Fifth Supplemental Indenture, dated as of August 6, 2018, and as further amended and supplemented in relation to the 2022 Notes (the “Indenture”);

WHEREAS, $300,000,000 aggregate principal amount of the 2022 Notes is currently outstanding;

WHEREAS, Section 9.02 of the Indenture provides that, with the consent of the Holders, with respect to the 2022 Notes, of at least a majority in aggregate principal amount of the 2022 Notes then-outstanding (including, without limitation, consents obtained in connection with an exchange offer for the 2022 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 2022 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 2022 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 2022 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 2022 Notes (excluding any 2022 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.

 

- 2 -