Exhibit 4.1

 

FIRST SUPPLEMENTAL INDENTURE

 

This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 22, 2018, among DKL Big Spring, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a Subsidiary of Delek Logistics Partners, LP, a Delaware limited partnership (the “Company”), the Company, Delek Logistics Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the other Guarantors (as defined in the Indenture referred to herein) 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 (as amended or supplemented, the “Indenture”), dated as of May 23, 2017 providing for the issuance of the Issuers’ 6.750% Senior Notes due 2025 (the “Notes”);

 

WHEREAS, Section 4.16 of 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 “Subsidiary Guarantee”); and

 

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this 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, the other Guarantors, the Issuers 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 unconditionally guarantees, jointly and severally with all existing Guarantors (if any), on the terms and subject to the conditions set forth in Article 10 of the Indenture, to provide a Subsidiary Guarantee, and agrees to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.

 

4.             NO RECOURSE AGAINST OTHERS.  None of the General Partner or any director, officer, partner, employee, incorporator, manager or unitholder or other owner of Capital Stock of the General Partner, the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or any Guarantor under the Notes, the Indenture or the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of 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.

 

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

 

6.             COUNTERPARTS.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes.  Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

 

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 Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary, the other Guarantors and the Issuers.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

 

	
Dated:   March 22, 2018
    	
 
    
	
 
    	
 
    
	
 
    	
DKL BIG SPRING, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Alan Moret
    
	
 
    	
 
    	
Name:
    	
Alan   Moret
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/   Kevin Kremke
    
	
 
    	
 
    	
Name:
    	
Kevin   Kremke
    
	
 
    	
 
    	
Title:
    	
Executive   Vice President and Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
DELEK   LOGISTICS PARTNERS, LP
    
	
 
    	
 
    
	
 
    	
By:
    	
Delek   Logistics GP, LLC,
    
	
 
    	
 
    	
its   General Partner
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Alan Moret
    
	
 
    	
 
    	
Name:
    	
Alan   Moret
    
	
 
    	
 
    	
Title:
    	
Executive   Vice President
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/   Kevin Kremke
    
	
 
    	
 
    	
Name:
    	
Kevin   Kremke
    
	
 
    	
 
    	
Title:
    	
Executive   Vice President and Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
DELEK   LOGISTICS FINANCE CORP.
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Danny Norris
    
	
 
    	
 
    	
Name:
    	
Danny   Norris
    
	
 
    	
 
    	
Title:
    	
Vice   President and Chief Accounting Officer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    	
/s/   Kevin Kremke
    
	
 
    	
 
    	
Name:
    	
Kevin   Kremke
    
	
 
    	
 
    	
Title:
    	
Executive   Vice President and Chief Financial Officer
    
						


 

[Signature Page to First Supplemental Indenture]

 











 

	
 
    	
GUARANTORS:
    
	
 
    	
 
    
	
 
    	
DELEK   MARKETING & SUPPLY, LP
    
	
 
    	
By:  Delek   Marketing GP, LLC, its General Partner
    
	
 
    	
DELEK   LOGISTICS OPERATING, LLC
    
	
 
    	
DELEK   MARKETING GP, LLC
    
	
 
    	
DELEK   CRUDE LOGISTICS, LLC
    
	
 
    	
DELEK   MARKETING-BIG SANDY, LLC
    
	
 
    	
PALINE   PIPELINE COMPANY, LLC
    
	
 
    	
MAGNOLIA   PIPELINE COMPANY, LLC
    
	
 
    	
SALA   GATHERING SYSTEMS, LLC
    
	
 
    	
EL   DORADO PIPELINE COMPANY, LLC
    
	
 
    	
DKL   TRANSPORTATION, LLC
    
	
 
    	
DKL   CADDO, LLC
    
	
 
    	
DKL   RIO, LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Alan Moret
    
	
 
    	
 
    	
Name:
    	
Alan   Moret
    
	
 
    	
 
    	
Title:
    	
Executive   Vice President
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Kevin Kremke
    
	
 
    	
 
    	
Name:
    	
Kevin   Kremke
    
	
 
    	
 
    	
Title:
    	
Executive   Vice President and Chief Financial Officer
    
					


 

[Signature Page to First Supplemental Indenture]

 











 

	
 
    	
U.S.   BANK NATIONAL ASSOCIATION,
    
	
 
    	
as   Trustee
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Wally Jones
    
	
 
    	
 
    	
Authorized   Signatory
    


 

[Signature Page to First Supplemental Indenture]