SEVENTH SUPPLEMENTAL INDENTURE
Exhibit 4.5
SEVENTH SUPPLEMENTAL INDENTURE
SEVENTH SUPPLEMENTAL INDENTURE, dated as of October 18, 2016 (this “Supplemental Indenture”), among NGL Energy Partners LP, a Delaware limited partnership (“NGL LP”), NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.,” and, together with NGL LP, the “Issuers”), NGL Energy Equipment LLC, a Colorado limited liability company and a subsidiary of NGL LP (the “Guaranteeing Subsidiary”), 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”).
WHEREAS, the Issuers and certain subsidiaries of NGL LP have heretofore executed and delivered to the Trustee an indenture, dated as of October 16, 2013 (the “Original Indenture”), providing for the issuance by the Issuers of 6.875% Senior Notes due 2021 (the “Notes”);
WHEREAS, the Issuers and certain subsidiaries of NGL LP have heretofore executed and delivered to the Trustee the First Supplemental Indenture, dated as of December 2, 2013 (the “First Supplemental Indenture”), pursuant to which certain subsidiaries of NGL LP became Guarantors;
WHEREAS, the Issuers and certain subsidiaries of NGL LP have heretofore executed and delivered to the Trustee the Second Supplemental Indenture, dated as of April 22, 2014 (the “Second Supplemental Indenture”), pursuant to which certain subsidiaries of NGL LP became Guarantors;
WHEREAS, the Issuers and certain subsidiaries of NGL LP have heretofore executed and delivered to the Trustee the Third Supplemental Indenture, dated as of July 31, 2014 (the “Third Supplemental Indenture”), pursuant to which certain subsidiaries of NGL LP became Guarantors;
WHEREAS, the Issuers and certain subsidiaries of NGL LP have heretofore executed and delivered to the Trustee the Fourth Supplemental Indenture, dated as of December 1, 2014 (the “Fourth Supplemental Indenture”), pursuant to which certain subsidiaries of NGL LP became Guarantors;
WHEREAS, the Issuers and certain subsidiaries of NGL LP have heretofore executed and delivered to the Trustee the Fifth Supplemental Indenture, dated as of February 17, 2015 (the “Fifth Supplemental Indenture”), pursuant to which certain subsidiaries of NGL LP became Guarantors;
WHEREAS, the Issuers and certain subsidiaries of NGL LP have heretofore executed and delivered to the Trustee the Sixth Supplemental Indenture, dated as of August 21, 2015 (the “Sixth Supplemental Indenture”), pursuant to which certain subsidiaries of NGL LP became Guarantors;
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(Signature Pages Follow)
GUARANTEEING SUBSIDIARY:
NGL ENERGY EQUIPMENT LLC
By: | /s/ Xxxxxx X. Xxxxxxxxx III |
Name: | Xxxxxx X. Xxxxxxxxx III |
Title: | Chief Financial Officer |
ISSUERS:
By: NGL Energy Holdings, LLC,
its general partner
By: | /s/ Xxxxxx X. Xxxxxxxxx III |
Name: | Xxxxxx X. Xxxxxxxxx III |
Title: | Chief Financial Officer |
NGL ENERGY FINANCE CORP.
By: | /s/ Xxxxxx X. Xxxxxxxxx III |
Name: | Xxxxxx X. Xxxxxxxxx III |
Title: | Chief Financial Officer |
(Signature Page to Seventh Supplemental Indenture)
EXISTING GUARANTORS:
NGL ENERGY OPERATING LLC
NGL LIQUIDS, LLC
HICKSGAS, LLC
NGL PROPANE, LLC
NGL SUPPLY TERMINAL COMPANY, LLC
NGL SUPPLY WHOLESALE, LLC
XXXXXXXX PROPANE, LLC
NGL-NE REAL ESTATE, LLC
NGL-MA REAL ESTATE, LLC
NGL-MA, LLC
NGL CRUDE LOGISTICS, LLC
NGL ENERGY HOLDINGS II, LLC
NGL ENERGY LOGISTICS, LLC
NGL CRUDE TERMINALS, LLC
NGL CRUDE XXXXXXX, LLC
NGL CRUDE PIPELINES, LLC
NGL SHIPPING AND TRADING, LLC
ANTICLINE DISPOSAL, LLC
CENTENNIAL ENERGY, LLC
CENTENNIAL GAS LIQUIDS ULC
HIGH SIERRA CRUDE OIL & MARKETING, LLC
NGL WATER SOLUTIONS DJ, LLC
NGL MARINE, LLC
NGL WATER SOLUTIONS EAGLE FORD, LLC
NGL WATER SOLUTIONS, LLC
NGL CRUDE CANADA HOLDINGS, LLC
NGL WATER SOLUTIONS PERMIAN, LLC
NGL CRUDE TRANSPORTATION, LLC
NGL WATER SOLUTIONS MID-CONTINENT, LLC
NGL MILAN INVESTMENTS, LLC
NGL WATER SOLUTIONS XXXXXX, LLC
GRAND MESA PIPELINE, LLC
BLUE GRAMA LAND CORPORATION
SAWTOOTH NGL CAVERNS, LLC
NGL SUPPLY TERMINAL SOLUTION MINING, LLC
By: | /s/ Xxxxxx X. Xxxxxxxxx III |
Name: | Xxxxxx X. Xxxxxxxxx III |
Title: | Chief Financial Officer |
TRANSMONTAIGNE LLC
TRANSMONTAIGNE PRODUCT SERVICES LLC
TRANSMONTAIGNE SERVICES LLC
By: | /s/ Xxxxxx X. Xxxxxxxxx III |
Name: | Xxxxxx X. Xxxxxxxxx III |
Title: | Chief Financial Officer |
HIGH SIERRA ENERGY OPERATING, LLC
By: | /s/ Xxxxxx X. Xxxxxxxxx III |
Name: | Xxxxxx X. Xxxxxxxxx III |
(Signature Page to Seventh Supplemental Indenture)
Title: | Chief Financial Officer |
HIGH SIERRA ENERGY LP
By: High Sierra Energy GP, LLC,
its general partner
By: | /s/ Xxxxxx X. Xxxxxxxxx III |
Name: | Xxxxxx X. Xxxxxxxxx III |
Title: | Chief Financial Officer |
(Signature Page to Seventh Supplemental Indenture)
TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By: | /s/ Xxxxxx Xxxx |
Name: | Xxxxxx Xxxx |
Title: | Vice President |
(Signature Page to Seventh Supplemental Indenture)