EX-4.1 2 a15-18080_1ex4d1.htm EX-4.1

Exhibit 4.1

 

SIXTH SUPPLEMENTAL INDENTURE

 

SIXTH SUPPLEMENTAL INDENTURE, dated as of August 21, 2015 (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”) and Sawtooth NGL Caverns, LLC, a Delaware limited liability company and NGL Supply Terminal Solution Mining, LLC, a Utah limited liability company, each a subsidiary of NGL LP (together, the “Guaranteeing Subsidiaries” and each, a “Guaranteeing Subsidiary”), 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 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 Original Indenture as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture, is referred to herein as the “Indenture”;

 

WHEREAS, the Indenture provides that under certain circumstances, a 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, the Guaranteeing Subsidiaries 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 any Guaranteeing Subsidiary or agent thereof, as such, shall have any liability for any obligations of the Issuers, the Guarantors, or any 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.

 

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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.

 

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 Subsidiaries and the Issuers.

 

[Signature Pages Follow]

 

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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.

 

 

 

 

GUARANTEEING SUBSIDIARIES:

 

 

 

SAWTOOTH NGL CAVERNS, LLC

 

NGL SUPPLY TERMINAL SOLUTION MINING, LLC

 

 

 

 

By:

/s/ Atanas H. Atanasov

 

 

Name:

Atanas H. Atanasov

 

 

Title:

Executive Vice President, Chief Financial Officer

 

 

 

and Treasurer

 

 

 

ISSUERS:

 

 

 

NGL ENERGY PARTNERS LP

 

 

 

 

By:

NGL Energy Holdings, LLC,

 

 

its general partner

 

 

 

 

 

 

By:

/s/ Atanas H. Atanasov

 

 

Name:

Atanas H. Atanasov

 

 

Title:

Executive Vice President, Chief Financial Officer

 

 

 

and Treasurer

 

 

 

NGL ENERGY FINANCE CORP.

 

 

 

 

 

 

By:

/s/ Atanas H. Atanasov

 

 

Name:

Atanas H. Atanasov

 

 

Title:

Senior Vice President, Chief Financial Officer

 

 

 

and Secretary

 

 

 

EXISTING GUARANTORS:

 

 

 

NGL ENERGY OPERATING LLC

 

NGL LIQUIDS, LLC

 

HICKSGAS, LLC

 

NGL PROPANE, LLC

 

NGL SUPPLY TERMINAL COMPANY, LLC

 

NGL SUPPLY WHOLESALE, LLC

 

OSTERMAN PROPANE, LLC

 

NGL-NE REAL ESTATE, LLC

 

NGL-MA REAL ESTATE, LLC

 

NGL-MA, LLC

 

(Signature Page to Sixth Supplemental Indenture)

 


 

 

NGL CRUDE LOGISTICS, LLC

 

NGL ENERGY HOLDINGS II, LLC

 

NGL ENERGY LOGISTICS, LLC

 

NGL CRUDE TERMINALS, LLC

 

NGL CRUDE CUSHING, 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

 

ANDREWS OIL BUYERS, INC.

 

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

 

 

 

 

 

 

By:

/s/ Atanas H. Atanasov

 

 

Name:

Atanas H. Atanasov

 

 

Title:

Executive Vice President, Chief Financial Officer

 

 

 

and Treasurer

 

 

 

 

TRANSMONTAIGNE INC.

 

TRANSMONTAIGNE PRODUCT SERVICES INC.

 

TRANSMONTAIGNE SERVICES INC.

 

TRANSMONTAIGNE GP, LLC

 

 

 

 

By:

/s/ Atanas H. Atanasov

 

Name: Atanas H. Atanasov

 

Title: Vice President

 

 

 

 

 

HIGH SIERRA ENERGY OPERATING, LLC

 

 

 

 

By:

/s/ Atanas H. Atanasov

 

 

Name: Atanas H. Atanasov

 

 

Title: Chief Financial Officer

 

(Signature Page to Sixth Supplemental Indenture)

 


 

 

HIGH SIERRA ENERGY LP

 

 

 

 

By:

High Sierra Energy GP, LLC,

 

 

its general partner

 

 

 

 

By:

/s/ Atanas H. Atanasov

 

 

Name: Atanas H. Atanasov

 

 

Title: Chief Financial Officer

 

(Signature Page to Sixth Supplemental Indenture)

 


 

 

TRUSTEE:

 

 

 

U.S. BANK NATIONAL ASSOCIATION, as Trustee

 

 

 

 

 

 

By:

/s/ Damien Daley

 

 

Name: Damien Daley

 

 

Title: Assistant Vice President

 

(Signature Page to Sixth Supplemental Indenture)