FIFTH SUPPLEMENTAL INDENTURE
Execution Version
FIFTH SUPPLEMENTAL INDENTURE
FIFTH SUPPLEMENTAL INDENTURE, dated as of December 27, 2019 (this “Supplemental Indenture”), among NGL Energy Partners LP, a Delaware limited partnership (the “Company”), NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.,” and, together with the Company, the “Issuers”), each of the Persons listed on Exhibit A to this Supplemental Indenture (each a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), 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”).
W I T N E S S E T H
WHEREAS, the Issuers and certain Subsidiaries of the Company have heretofore executed and delivered to the Trustee an indenture, dated as of October 24, 2016 (the “Original Indenture”), providing for the issuance by the Issuers of 7.5% Senior Notes due 2023 (the “Notes”);
WHEREAS, the Issuers and certain Subsidiaries of the Company have heretofore executed and delivered to the Trustee the First Supplemental Indenture, dated as of February 21, 2017 (the “First Supplemental Indenture”), pursuant to which certain Subsidiaries of the Company became Guarantors;
WHEREAS, the Issuers and certain Subsidiaries of the Company have heretofore executed and delivered to the Trustee the Second Supplemental Indenture, dated as of July 18, 2018 (the “Second Supplemental Indenture”), pursuant to which certain Subsidiaries of the Company became Guarantors;
WHEREAS, the Issuers and certain Subsidiaries of the Company have heretofore executed and delivered to the Trustee the Third Supplemental Indenture, dated as of January 25, 2019 (the “Third Supplemental Indenture”), pursuant to which certain Subsidiaries of the Company became Guarantors;
WHEREAS, the Issuers and certain Subsidiaries of the Company have heretofore executed and delivered to the Trustee the Fourth Supplemental Indenture, dated as of October 31, 2019 (the “Fourth Supplemental Indenture”), pursuant to which certain Subsidiaries of the Company became Guarantors;
WHEREAS, the Original Indenture as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture is referred to herein as the “Indenture”;
WHEREAS, the Indenture provides that under certain circumstances, each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such 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 “Note 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, each Guaranteeing Subsidiary 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. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.
4. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, partner, employee, incorporator, organizer, manager, unitholder or other owner of Capital Stock (as defined in the Indenture) of a Guaranteeing Subsidiary or agent thereof, as such, shall have any liability for any obligations of the Issuers, the Guarantors, or such Guaranteeing Subsidiary or any other Subsidiary of an Issuer providing a Note Guarantee under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the 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. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
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 signed copies of this Supplemental Indenture by facsimile transmission or emailed portable document format (pdf) shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and such copies may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or portable document format (pdf) shall be deemed to be their original signatures for all purposes other than authentication of Notes by the Trustee.
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 each Guaranteeing Subsidiary and the Issuers.
(Signature Pages Follow)
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.
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GUARANTEEING SUBSIDIARIES: | |
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AWR DISPOSAL, LLC | |
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DACO PERMIAN 76, LLC | |
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GGCOF HEP BLOCKER II, LLC | |
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GGCOF HEP BLOCKER, LLC | |
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HEP INTERMEDIATE HOLDCO SUB, LLC | |
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HEP INTERMEDIATE HOLDCO, LLC | |
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HEP OPERATIONS HOLDINGS, LLC | |
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HEP OPERATIONS, LLC | |
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HEP SHALEWATER SOLUTIONS, LLC | |
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HILLSTONE DACO 76, LLC | |
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HILLSTONE DACO PERMIAN, LLC | |
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HILLSTONE ENVIRONMENTAL PARTNERS, LLC | |
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HILLSTONE PERMIAN XXXXX, LLC | |
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HILLSTONE PERMIAN XXXXXX, LLC | |
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HILLSTONE PERMIAN CLEVELAND, LLC | |
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HILLSTONE PERMIAN FORTRESS, LLC | |
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HILLSTONE PERMIAN GARFIELD, LLC | |
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HILLSTONE PERMIAN XXXXXXXX, LLC | |
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HILLSTONE PERMIAN XXXXXXXX, LLC | |
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HILLSTONE PERMIAN XXXXX, LLC, | |
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HILLSTONE PERMIAN XXXX, LLC | |
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HILLSTONE PERMIAN MADISON, LLC | |
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HILLSTONE PERMIAN XXXXXXXX, LLC | |
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HILLSTONE PERMIAN MONROE, LLC | |
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HILLSTONE PERMIAN PIPELINE LOVING BR, LLC | |
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HILLSTONE PERMIAN PIPELINE, LLC | |
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HILLSTONE PERMIAN POKER LAKE, LLC | |
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HILLSTONE PERMIAN RATTLESNAKE, LLC | |
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HILLSTONE PERMIAN XXXXXX, LLC | |
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HILLSTONE PERMIAN ROOSEVELT, LLC | |
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HILLSTONE PERMIAN XXXXXX, LLC | |
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HILLSTONE PERMIAN ST. LUCIA, LLC | |
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HILLSTONE PERMIAN XXXX, LLC | |
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HILLSTONE PERMIAN XXXXXX, LLC | |
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LOVING FORTRESS, LLC | |
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RED ROCK MIDSTREAM, LLC | |
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SAND LAKE MIDSTREAM, LLC | |
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By: |
/s/ Xxxxxx X. Xxxxxxxxx III |
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Name: Xxxxxx X. Xxxxxxxxx III |
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Title: Executive Vice President and Chief Financial Officer |
(Signature Page to Fifth Supplemental Indenture)
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ISSUERS: | |
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NGL ENERGY PARTNERS LP | |
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By: |
NGL Energy Holdings, LLC, |
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its general partner |
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By: |
/s/ Xxxxxx X. Xxxxxxxxx III |
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Name: Xxxxxx X. Xxxxxxxxx III |
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Title: Executive Vice President and Chief Financial Officer |
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NGL ENERGY FINANCE CORP. | |
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By: |
/s/ Xxxxxx X. Xxxxxxxxx III |
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Name: Xxxxxx X. Xxxxxxxxx III |
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Title: Executive Vice President and Chief Financial Officer |
(Signature Page to Fifth Supplemental Indenture)
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EXISTING GUARANTORS: | |
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ANTICLINE DISPOSAL, LLC | |
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CENTENNIAL ENERGY, LLC | |
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CENTENNIAL GAS LIQUIDS ULC | |
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CHOYA OPERATING, LLC | |
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GRAND MESA PIPELINE, LLC | |
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NGL CRUDE XXXXXXX, LLC | |
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NGL CRUDE LOGISTICS, LLC | |
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NGL CRUDE TERMINALS, LLC | |
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NGL CRUDE TRANSPORTATION, LLC | |
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NGL DELAWARE BASIN HOLDINGS, LLC | |
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NGL ENERGY EQUIPMENT LLC | |
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NGL ENERGY HOLDINGS II, LLC | |
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NGL ENERGY LOGISTICS, LLC | |
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NGL ENERGY OPERATING LLC | |
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NGL LIQUIDS, LLC | |
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NGL MARINE, LLC | |
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NGL MILAN INVESTMENTS, LLC | |
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NGL ENERGY OPERATING LLC | |
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NGL SOUTH RANCH, INC. | |
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NGL SUPPLY WHOLESALE, LLC | |
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NGL WATER PIPELINES, LLC | |
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NGL WATER SOLUTIONS - ORLA SWD, LLC | |
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NGL WATER SOLUTIONS DJ, LLC | |
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NGL WATER SOLUTIONS EAGLE FORD, LLC | |
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NGL WATER SOLUTIONS PERMIAN, LLC | |
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NGL WATER SOLUTIONS, LLC | |
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TRANSMONTAIGNE LLC | |
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TRANSMONTAIGNE SERVICES LLC | |
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By: |
/s/ Xxxxxx X. Xxxxxxxxx III |
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Name: Xxxxxx X. Xxxxxxxxx III |
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Title: Executive Vice President and Chief Financial Officer |
(Signature Page to Fifth Supplemental Indenture)
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TRUSTEE: | |
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U.S. BANK NATIONAL ASSOCIATION, as Trustee | |
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By: |
/s/ Xxxxx X. Xxxxxx |
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Name: Xxxxx X. Xxxxxx |
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Title: Vice President |
(Signature Page to Fifth Supplemental Indenture)
Exhibit A
Guaranteeing Subsidiaries
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Jurisdiction and Form of Organization |
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AWR Disposal, LLC |
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Delaware limited liability company |
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Daco Permian 76, LLC |
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Texas limited liability company |
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GGCOF HEP Blocker II, LLC |
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Delaware limited liability company |
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GGCOF HEP Blocker, LLC |
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Delaware limited liability company |
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HEP Intermediate Holdco Sub, LLC |
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Delaware limited liability company |
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HEP Intermediate Holdco, LLC |
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Delaware limited liability company |
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HEP Operations Holdings, LLC |
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Delaware limited liability company |
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HEP Operations, LLC |
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Delaware limited liability company |
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HEP Shalewater Solutions, LLC |
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Delaware limited liability company |
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Hillstone Daco 76, LLC |
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Delaware limited liability company |
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Hillstone Daco Permian, LLC |
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Delaware limited liability company |
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Hillstone Environmental Partners, LLC |
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Delaware limited liability company |
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Hillstone Permian Xxxxx, LLC |
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Delaware limited liability company |
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Hillstone Permian Xxxxxx, LLC |
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Delaware limited liability company |
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Hillstone Permian Cleveland, LLC |
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Delaware limited liability company |
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Hillstone Permian Fortress, LLC |
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Texas limited liability company |
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Hillstone Permian Garfield, LLC |
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Delaware limited liability company |
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Hillstone Permian Xxxxxxxx, LLC |
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Delaware limited liability company |
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Hillstone Permian Xxxxxxxx, LLC |
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Delaware limited liability company |
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Hillstone Permian Xxxxx, LLC, |
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Delaware limited liability company |
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Hillstone Permian Xxxx, LLC |
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Delaware limited liability company |
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Hillstone Permian Madison, LLC |
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Delaware limited liability company |
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Hillstone Permian XxXxxxxx, LLC |
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Delaware limited liability company |
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Hillstone Permian Monroe, LLC |
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Delaware limited liability company |
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Hillstone Permian Pipeline Loving BR, LLC |
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Delaware limited liability company |
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Hillstone Permian Pipeline, LLC |
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Delaware limited liability company |
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Hillstone Permian Poker Lake, LLC |
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Delaware limited liability company |
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Hillstone Permian Rattlesnake, LLC |
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Delaware limited liability company |
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Hillstone Permian Xxxxxx, LLC |
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Delaware limited liability company |
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Hillstone Permian Roosevelt, LLC |
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Delaware limited liability company |
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Hillstone Permian Xxxxxx, LLC |
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Delaware limited liability company |
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Hillstone Permian St. Lucia, LLC |
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Delaware limited liability company |
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Hillstone Permian Xxxx, LLC |
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Delaware limited liability company |
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Hillstone Permian Xxxxxx, LLC |
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Delaware limited liability company |
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Loving Fortress, LLC |
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Texas limited liability company |
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Red Rock Midstream, LLC |
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Delaware limited liability company |
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Sand Lake Midstream, LLC |
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Delaware limited liability company |
