S-4

Use these links to rapidly review the document
TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on January 9, 2020

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NGL ENERGY PARTNERS LP*
NGL ENERGY FINANCE CORP.*
(Exact name of registrant as specified in its charter)

Delaware
Delaware
(State or other jurisdiction of
incorporation or organization) 5900
5900
(Primary Standard Industrial
Classification Code Number) 27-3427920
80-0956287
(I.R.S. Employer
Identification Number)

6120 South Yale Avenue
Suite 805
Tulsa, Oklahoma
(918) 481-1119
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

H. Michael Krimbill
Chief Executive Officer
NGL Energy Partners LP
6120 South Yale Avenue
Suite 805
Tulsa, Oklahoma 74136
(918) 481-1119
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Henry Havre
Chris Adcock
Hunton Andrews Kurth LLP
600 Travis, Suite 4200
Houston, Texas 77002
(713) 220-4200

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after the effective date of this Registration Statement.

           If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated filer ý Accelerated filer o Non-accelerated filer o Smaller reporting company o Emerging growth company o

           If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. o

           If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

           Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

           Exchange Act Rule 144-1(d) (Cross-Border Third-Party Tender Offer) o

Each Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee
7.5% Senior Notes due 2026	$450,000,000	100%	$450,000,000	$58,410(1)
Guarantees of 7.5% Senior Notes due 2026	$—	—%	$—	$—(3)

(1)

Calculated pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended. For purposes of this calculation, the offering price per note was assumed to be the stated principal amount of each original note that may be received by the registrant in the exchange transaction in which the notes will be offered.

(2)

No separate consideration will be received for the guarantees. Each subsidiary of NGL Energy Partners LP that is listed below in the Table of Additional Registrant Guarantors will guarantee the notes being registered.

(3)

Pursuant to Rule 457(n) of the Securities Act of 1933, as amended, no registration fee is required for the Guarantees.

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

        The following are co-registrants that guarantee the debt securities:

Exact name of registrant guarantor(1)	State or other jurisdiction of incorporation or organization	I.R.S. Employer Identification Number
AntiCline Disposal, LLC	Wyoming	41-2031951
AWR Disposal, LLC	Delaware	32-0597086
Centennial Energy, LLC	Colorado	84-1227036
Centennial Gas Liquids ULC	Alberta	85-6127923
Choya Operating, LLC	Texas	46-2447558
DACO Permian 76, LLC	Texas	—
GGCOF HEP Blocker, LLC	Delaware	47-4068118
GGCOF HEP Blocker II, LLC	Delaware	47-4336137
Grand Mesa Pipeline, LLC	Delaware	47-2255340
HEP Intermediate Holdco Sub, LLC	Delaware	82-5015517
HEP Intermediate Holdco, LLC	Delaware	82-5006284
HEP Operations, LLC	Delaware	37-1798823
HEP Operations Holdings, LLC	Delaware	61-1776992
HEP Shalewater Solutions, LLC	Delaware	38-3987342
Hillstone DACO 76, LLC	Delaware	32-0542852
Hillstone DACO Permian, LLC	Delaware	32-0512075
Hillstone Environmental Partners, LLC	Delaware	47-4072322
Hillstone Permian Adams, LLC	Delaware	—
Hillstone Permian Arthur, LLC	Delaware	—
Hillstone Permian Cleveland, LLC	Delaware	—
Hillstone Permian Fortress, LLC	Texas	—
Hillstone Permian Garfield, LLC	Delaware	—
Hillstone Permian Hamilton, LLC	Delaware	—
Hillstone Permian Harrison, LLC	Delaware	—
Hillstone Permian Hayes, LLC	Delaware	—
Hillstone Permian Knox, LLC	Delaware	83-4331239
Hillstone Permian Madison, LLC	Delaware	—
Hillstone Permian McKinley, LLC	Delaware	—
Hillstone Permian Monroe, LLC	Delaware	—
Hillstone Permian Pipeline Loving BR, LLC	Delaware	30-0944663
Hillstone Permian Pipeline, LLC	Delaware	—
Hillstone Permian Poker Lake, LLC	Delaware	—
Hillstone Permian Rattlesnake, LLC	Delaware	82-5004772
Hillstone Permian Reagan, LLC	Delaware	83-0833943
Hillstone Permian Roosevelt, LLC	Delaware	—
Hillstone Permian Shultz, LLC	Delaware	83-2013267
Hillstone Permian St. Lucia, LLC	Delaware	82-5037233
Hillstone Permian Taft, LLC	Delaware	—
Hillstone Permian Wilson, LLC	Delaware	—
Loving Fortress, LLC	Texas	—
NGL Crude Cushing, LLC	Oklahoma	27-4216425
NGL Crude Logistics, LLC	Delaware	47-0794813
NGL Crude Terminals, LLC	Delaware	27-4016063
NGL Crude Transportation, LLC	Colorado	46-5216792
NGL Delaware Basin Holdings, LLC	Delaware	84-3500109
NGL Energy Equipment LLC	Colorado	61-1771893
NGL Energy Holdings II, LLC	Delaware	27-2639996
NGL Energy Logistics, LLC	Delaware	90-0999490
NGL Energy Operating LLC	Delaware	27-3428096
NGL Liquids, LLC	Delaware	27-3756258
NGL Marine, LLC	Delaware	87-0758428
NGL Milan Investments, LLC	Colorado	37-1766148
NGL South Ranch, Inc.	New Mexico	85-0285065
NGL Supply Terminal Company, LLC	Delaware	01-0749898
NGL Supply Wholesale, LLC	Delaware	20-0317348
NGL Water Pipelines, LLC	Texas	81-0947393
NGL Water Solutions DJ, LLC	Colorado	37-1632639
NGL Water Solutions Eagle Ford, LLC	Delaware	80-0858222
NGL Water Solutions Permian, LLC	Colorado	32-0412772
NGL Water Solutions, LLC	Colorado	20-8661032
NGL Water Solutions—Orla SWD, LLC	Delaware	45-1177303
Red Rock Midstream, LLC	Delaware	82-4968279
Sand Lake Midstream, LLC	Delaware	—
TransMontaigne Services LLC	Delaware	26-1409042
TransMontaigne LLC	Delaware	06-1052062

(1)

The address for each the registrant guarantors is 6120 S. Yale Avenue, Suite 805, Tulsa, OK 74136, and the telephone number for each of the registrant guarantors is (918) 481-1119. The Primary Standard Industrial Classification Code for the registrant guarantors is 5900.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 9, 2020

PROSPECTUS

NGL Energy Partners LP
NGL Energy Finance Corp.

Offer to Issue
Up to $450,000,000 of
7.5% Senior Notes due 2026

That Have Been Registered Under
the Securities Act of 1933
("new notes")

In Exchange For

Up to $450,000,000 of
7.5% Senior Notes due 2026

That Have Been Not Registered Under
the Securities Act of 1933
("old notes")

Terms of the New Notes:

•

The terms of the new notes are identical to the terms of the old notes that were issued in April 2019, except that the new notes will be registered under the Securities Act of 1933, as amended, (the "Securities Act") and therefore freely tradable, and will not contain restrictions on transfer, registration rights or provisions for additional interest.

Terms of the Exchange Offer:

•

We are offering to issue new notes in exchange for the same principal amount of old notes.

•

Interest on the new notes will accrue from the last interest payment date on the old notes at the rate of 7.5% per annum, and will be payable on April 15 and October 15 of each year.

•

The exchange offer expires at 5:00 p.m., New York City time, on                          , 2020, unless extended.

•

Tenders of old notes may be withdrawn at any time prior to the expiration of the exchange offer.

•

Your exchange of old notes for new notes will not be a taxable event for U.S. federal income tax purposes. Please read "Certain U.S. Federal Income Tax Consequences."

You should carefully consider the risks set forth under "Risk Factors" beginning on page 11 of this prospectus for a discussion of factors you should consider before participating in the exchange offer.

        Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2020.

This prospectus is part of a registration statement we filed with the Securities and Exchange Commission. In making your investment decision, you should rely only on the information contained in this prospectus and in the accompanying letter of transmittal. We have not authorized anyone to provide you with any other information. If you receive any unauthorized information, you must not rely on it. We are not making an offer to sell these securities or soliciting an offer to buy these securities in any jurisdiction where an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone whom it is unlawful to make an offer or solicitation. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus.

TABLE OF CONTENTS

	Pages
WHERE YOU CAN FIND MORE INFORMATION		ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		iii
PROSPECTUS SUMMARY		1
RISK FACTORS		11
EXCHANGE OFFER		17
USE OF PROCEEDS		25
DESCRIPTION OF NOTES		26
PLAN OF DISTRIBUTION		86
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES		87
LEGAL MATTERS		88
EXPERTS		88

i

WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and current reports and other information with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Our website address is http://www.nglenergypartners.com. We make available on our website, free of charge, the periodic reports that we file with or furnish to the United States Securities and Exchange Commission (the "SEC"), as well as all amendments to these reports, as soon as reasonably practicable after such reports are filed with or furnished to the SEC. The information contained on, or connected to, our website is not incorporated by reference into this prospectus and should not be considered part of this or any other report that we file with or furnish to the SEC. In addition, the SEC maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information related to issuers that file electronically with the SEC.

        Requests for print copies may be directed to Investor Relations at investorinfo@nglep.com or to Investor Relations, NGL Energy Partners LP, 6120 South Yale Avenue, Suite 805, Tulsa, Oklahoma 74136 or made by telephone at (918) 481-1119. All requests for print copies of this prospectus must be made no later than            , 2020, or five business days prior to the expiration date of the exchange offer.

INCORPORATION BY REFERENCE

        The SEC allows us to "incorporate by reference" into this prospectus the information we file with them, which means that we can disclose important information to you by referring you to those documents. Any statement contained or incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein, or in any subsequently filed document which also is incorporated by reference herein, modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. We incorporate by reference the documents listed below:

•

our Annual Report on Form 10-K for the fiscal year ended March 31, 2019 filed with the SEC on May 30, 2019;

•

our Quarterly Reports on Form 10-Q for the quarter ended June 30, 2019 filed with the SEC on August 9, 2019, and for the quarter ended September 30, 2019 filed with the SEC on November 8, 2019; and

•

our Current Reports on Form 8-K filed with the SEC on April 2, 2019, April 3, 2019, April 9, 2019, May 13, 2019, May 15, 2019, July 2, 2019 (two reports), July 8, 2019, August 21, 2019, August 30, 2019, September 6, 2019, September 30, 2019, October 4, 2019, November 1, 2019, November 18, 2019, November 22, 2019, December 10, 2019, December 26, 2019, January 6, 2020 and January 9, 2020 (in each case, excluding any information furnished and not filed with the SEC).

        All documents that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial registration statement, of which this prospectus forms a part, and prior to the effectiveness of such registration statement and (ii) after the date of this prospectus and before the offering hereunder is completed, are incorporated by reference in this prospectus from the date of filing of the documents, unless we specifically provide otherwise in each case (excluding any information furnished and not filed with the SEC). Information that we file with the SEC after the date of the initial registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into this prospectus. Information that we file with the SEC will automatically update and may replace information previously filed with the SEC.

        You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with any information. You should not assume that the information incorporated by reference or provided in this prospectus is accurate as of any date other than the date on the front of each document.

ii

CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains various forward-looking statements and information that are based on our beliefs and those of our general partner, as well as assumptions made by and information currently available to us. These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Certain words in this prospectus such as "anticipate," "believe," "could," "estimate," "expect," "forecast," "goal," "intend," "may," "plan," "project," "will," and similar expressions and statements regarding our plans and objectives for future operations, identify forward-looking statements. Although we and our general partner believe such forward-looking statements are reasonable, neither we nor our general partner can assure they will prove to be correct. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those expected. Among the key risk factors that may affect our consolidated financial position and results of operations are:

•

the prices of crude oil, natural gas liquids, gasoline, diesel, ethanol, and biodiesel;

•

energy prices generally;

•

the general level of crude oil, natural gas, and natural gas liquids production;

•

the general level of demand, and the availability of supply, for crude oil, natural gas liquids, gasoline, diesel, ethanol, and biodiesel;

•

the level of crude oil and natural gas drilling and production in areas where we have water treatment and disposal facilities;

•

the price of gasoline relative to the price of corn, which affects the price of ethanol;

•

the ability to obtain adequate supplies of products if an interruption in supply or transportation occurs and the availability of capacity to transport products to market areas;

•

actions taken by foreign oil and gas producing nations;

•

the political and economic stability of foreign oil and gas producing nations;

•

the effect of weather conditions on supply and demand for crude oil, natural gas liquids, gasoline, diesel, ethanol, and biodiesel;

•

the effect of natural disasters, lightning strikes, or other significant weather events;

•

the availability of local, intrastate, and interstate transportation infrastructure with respect to our truck, railcar, and barge transportation services;

•

the availability, price, and marketing of competing fuels;

•

the effect of energy conservation efforts on product demand;

•

energy efficiencies and technological trends;

•

changes in applicable laws and regulations, including tax, environmental, transportation, and employment regulations, or new interpretations by regulatory agencies concerning such laws and regulations and the effect of such laws and regulations (now existing or in the future) on our business operations;

•

the effect of legislative and regulatory actions on hydraulic fracturing, wastewater disposal, and the treatment of flowback and produced water;

iii

•

hazards or operating risks related to transporting and distributing petroleum products that may not be fully covered by insurance;

•

the maturity of the crude oil, natural gas liquids and refined products industries and competition from other marketers;

•

loss of key personnel;

•

the ability to renew contracts with key customers;

•

the ability to maintain or increase the margins we realize for our terminal, barging, trucking, wastewater disposal, recycling, and discharge services;

•

the ability to renew leases for our leased equipment and storage facilities;

•

the nonpayment or nonperformance by our counterparties;

•

the availability and cost of capital and our ability to access certain capital sources;

•

a deterioration of the credit and capital markets;

•

the ability to successfully identify and complete accretive acquisitions, and integrate acquired assets and businesses;

•

changes in the volume of hydrocarbons recovered during the wastewater treatment process;

•

changes in the financial condition and results of operations of entities in which we own noncontrolling equity interests;

•

the costs and effects of legal and administrative proceedings;

•

any reduction or the elimination of the federal Renewable Fuel Standard;

•

changes in the jurisdictional characteristics of, or the applicable regulatory policies with respect to, our pipeline assets; and

•

other risks and uncertainties, including those described under "Risk Factors."

        All readers are cautioned that the forward-looking statements contained in this prospectus are not guarantees of future performance, and our expectations may not be realized or the forward-looking events and circumstances may not occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements. You should not put undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this prospectus. Except as may be required by state and federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements as a result of new information, future events, or otherwise. When considering forward-looking statements, please review the risks discussed under Part I, Item 1A—"Risk Factors" in our Annual Report or Form 10-K for the fiscal year ended March 31, 2019 and under Part II, Item 1A—"Risk Factors" in our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2019 and September 30, 2019.

iv

PROSPECTUS SUMMARY

This summary highlights information included in this prospectus. It does not contain all of the information that may be important to you. You should read carefully this entire prospectus for a more complete understanding of our business and the terms of this offering, as well as the tax and other considerations that are important to you in making your investment decision.

Unless the context otherwise requires, references to "NGL Energy Partners," "NGL," "we," "us," "our" and similar terms, as well as references to the "Partnership," are to NGL Energy Partners LP and all of its subsidiaries. Our "general partner" refers to NGL Energy Holdings LLC. We refer to the new notes and the old notes collectively as the "notes."

NGL Energy Partners LP

        NGL Energy Partners LP is a Delaware limited partnership. At September 30, 2019, our operations included included the following segments:

•

Our Crude Oil Logistics segment purchases crude oil from producers and marketers and transports it to refineries or for resale at pipeline injection stations, storage terminals, barge loading facilities, rail facilities, refineries, and other trade hubs, and provides storage, terminaling, trucking, marine and pipeline transportation services through its owned assets.

•

Our Water Solutions segment provides services for the treatment and disposal of wastewater generated from crude oil and natural gas production and for the disposal of solids such as tank bottoms, drilling fluids and drilling muds and performs truck and frac tank washouts. In addition, our Water Solutions segment sells the recovered hydrocarbons that result from performing these services and sells freshwater to producers for exploration and production activities.

•

Our Liquids segment supplies natural gas liquids to retailers, wholesalers, refiners, and petrochemical plants throughout the United States and in Canada using its leased underground storage and fleet of leased railcars, markets regionally through its 27 owned terminals throughout the United States, and provides terminaling and storage services at its salt dome storage facility joint venture in Utah.

•

Our Refined Products and Renewables segment conducts gasoline, diesel, ethanol, and biodiesel marketing operations, purchases refined petroleum and renewable products primarily in the Gulf Coast, Southeast and Midwest regions of the United States and schedules them for delivery at various locations throughout the country. In addition, in certain storage locations, our Refined Products and Renewables segment may also purchase unfinished gasoline blending components for subsequent blending into finished gasoline to supply our marketing business as well as third parties.

Principal Executive Offices

        Our principal executive offices are located at 6120 South Yale Avenue, Suite 805, Tulsa, Oklahoma 74136. Our telephone number is (918) 481-1119.

1

Primary Service Areas

        The following map shows the primary service areas of our businesses as of January 9, 2020:

2

Organizational Chart

        The following chart provides a summarized view of our legal entity structure at January 9, 2020:

(1)

The notes are guaranteed by all of our existing and will be guaranteed by our future restricted subsidiaries (other than NGL Energy Finance Corp.) that are obligors under certain of our indebtedness, including our Credit Facility, Term Loan Agreement and the Existing Senior Notes (each as defined below). See "Description of Notes—Note Guarantees" and "—Additional Note Guarantees."

(2)

Includes (i) NGL Crude Logistics, LLC, which includes the operations of our Crude Oil Logistics business, (ii) NGL Water Solutions, LLC, which includes the operations of our Water Solutions business, (iii) NGL Liquids, LLC, which includes the operations of our Liquids business and (iv) TransMontaigne, LLC and TransMontaigne Services LLC, which includes the renewables portion of our Refined Products and Renewables business.

3

The Exchange Offer

On April 9, 2019, we completed a private offering of the old notes. We entered into a registration rights agreement with the initial purchasers in the private offering pursuant to which we agreed to deliver to you this prospectus and to use commercially reasonable efforts to cause the registration statement of which his prospectus forms a part to be declared effective by the SEC on or before April 9, 2020.

Old Notes	$450 million aggregate principal amount of 7.5% Senior Notes due 2026, issued pursuant to Rule 144A and Regulation S promulgated under the Securities Act. Transfer restrictions apply to the old notes.
New Notes	Up to $450 million aggregate principal amount of 7.5% Senior Notes due 2026. The terms of the new notes are identical to the terms of the old notes, except that the new notes will be registered under the Securities Act, and will not have restrictions on transfer, registration rights or provisions for additional interest.
	Except as provided below, we believe that the new notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act; provided, that:
	• the new notes are being acquired in the ordinary course of business,
	• you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate in the distribution of the new notes issued to you in the exchange offer,
	• you are not our affiliate, and
	• you are not a broker-dealer tendering old notes acquired directly from us for your account.

4

	Our belief is based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties that are not related to us. The SEC has not considered this exchange offer in the context of a no-action letter, and we cannot assure you that the SEC would make similar determinations with respect to this exchange offer. If any of these conditions are not satisfied, or if our belief is not accurate, and you transfer any new notes issued to you in the exchange offer without delivering a resale prospectus meeting the requirements of the Securities Act or without an exemption from registration of your new notes from those requirements, you may incur liability under the Securities Act. We will not assume, nor will we indemnify you against, any such liability. Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by such broker-dealer as a result of market-making or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See "Plan of Distribution."
Exchange Offer	We are offering to issue freely tradable new notes in exchange for the same principal amount of old notes. The old notes may be tendered only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. We will issue new notes in exchange for all old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer. We will cause the exchange to be effected promptly after the expiration date of the exchange offer.
	The new notes will evidence the same debt as the old notes and will be issued under and entitled to the benefits of the same indenture that governs the old notes. Because we have registered the offers and sales of the new notes, the new notes will not be subject to transfer restrictions, and holders of old notes that have tendered and had their outstanding notes accepted in the exchange offer will have no further registration rights.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on                  , 2020, unless we decide to extend it.
Conditions to the Exchange Offer	The registration rights agreement does not require us to accept old notes for exchange if the exchange offer, or the making of any exchange by a holder of the old notes, would violate any applicable law or interpretation of the staff of the Securities and Exchange Commission. The exchange offer is not conditioned on a minimum aggregate principal amount of old notes being tendered. Please read the section in this prospectus entitled "Exchange Offer—Conditions to the Exchange Offer" for more information about the conditions to the exchange offer.

5

Procedures for Tendering Old Notes	To participate in the exchange offer, you must follow the procedures established by The Depository Trust Company, or DTC, for tendering notes held in book-entry form. These procedures for using DTC's Automated Tender Offer Program, or ATOP, require that (i) the exchange agent receive, prior to the expiration date of the exchange offer, a computer generated message known as an "agent's message" that is transmitted through ATOP, and (ii) DTC confirms that:
	• DTC has received your instructions to exchange your notes; and
	• you agree to be bound by the terms of the letter of transmittal.
	By transmitting an agent's message, you will represent to us that, among other things:
	• the new notes you receive will be acquired in the ordinary course of your business;
	• you are not participating, and you have no arrangement with any person or entity to participate, in the distribution of the new notes;
	• you are not our "affiliate," as defined in Rule 405 under the Securities Act, or a broker-dealer tendering old notes acquired directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act; and
	• if you are not a broker-dealer, that you are not engaged in and do not intend to engage in the distribution of the new notes.
	For more information on tendering your old notes, please refer to the sections in this prospectus entitled "Exchange Offer—Terms of the Exchange Offer," "—Procedures for Tendering," and "Description of Notes—Book-Entry, Delivery and Form."
Guaranteed Delivery Procedures	None.
Withdrawal of Tenders	You may withdraw your tender of old notes at any time prior to the expiration date. To withdraw, you must submit a notice of withdrawal to the exchange agent using ATOP procedures before 5:00 p.m., New York City time, on the expiration date of the exchange offer, as may be extended at our option. Please refer to the section in this prospectus entitled "Exchange Offer—Withdrawal of Tenders."

6

Acceptance of Old Notes and Delivery of New Notes	If you fulfill all conditions required for proper acceptance of old notes, we will accept any and all old notes that you properly tender in the exchange offer on or before 5:00 p.m., New York City time, on the expiration date, as may be extended at our option. We will return any old notes that we do not accept for exchange to you without expense promptly after the expiration date and acceptance of the old notes for exchange. Please refer to the section in this prospectus entitled "Exchange Offer—Terms of the Exchange Offer."
Fees and Expenses	We will bear expenses related to the exchange offer. Please refer to the section in this prospectus entitled "Exchange Offer—Fees and Expenses."
Use of Proceeds	The issuance of the new notes will not provide us with any new proceeds. We are making this exchange offer solely to satisfy our obligations under the registration rights agreement entered into in connection with the initial issuance of the old notes.
Consequences of Failure to Exchange Old Notes	If you do not exchange your old notes in this exchange offer, you will no longer be able to require us to register the old notes under the Securities Act, except in limited circumstances provided under the registration rights agreement. In addition, you will not be able to resell, offer to resell or otherwise transfer the old notes unless we have registered the old notes under the Securities Act, or unless you resell, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act.
U.S. Federal Income Tax Considerations	The exchange of old notes for new notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. Please read the section in this prospectus entitled "Certain U.S. Federal Income Tax Consequences."
Exchange Agent	We have appointed U.S. Bank National Association as exchange agent for the exchange offer. You should direct questions and requests for assistance, as well as requests for additional copies of this prospectus or the letter of transmittal, to the exchange agent addressed as follows: U.S. Bank National Association, Global Corporate Trust Services, Attn: Specialized Finance, 111 Fillmore Ave. East, EP-MN-WS-2N, St. Paul, MN 55107. Eligible institutions may make requests by calling (800) 934-6802.

7

Terms of the New Notes

The new notes will be identical to the old notes, except that the new notes are registered under the Securities Act and will not have restrictions on transfer, registration rights or provisions for additional interest. The new notes will evidence the same debt as the old notes, and the same indenture will govern the new notes and the old notes.

The following summary contains basic information about the new notes and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the new notes, please refer to the section of this prospectus entitled "Description of Notes."

Issuers	NGL Energy Partners LP, a Delaware limited partnership, and NGL Energy Finance Corp., a Delaware corporation.
	NGL Energy Finance Corp. is our wholly owned direct subsidiary that was incorporated in Delaware for the purpose of serving as a co-issuer of debt securities issued by NGL Energy Partners LP. NGL Energy Finance Corp. has no material assets and does not conduct any operations. You should not expect NGL Energy Finance Corp. to participate in servicing the interest and principal obligations on the new notes.
Notes Offered	$450,000,000 aggregate principal amount of 7.5% Senior Notes due 2026.
Maturity Date	April 15, 2026.
Interest	Interest on the new notes will accrue at a rate per annum equal to 7.5% per annum (calculated using a 360-day year). Interest will accrue from either the date of original issuance of the old notes or, if interest has already been paid on the old notes, from the date it was most recently paid.
Interest Payment Dates	Interest on the new notes is payable on April 15 and October 15 of each year.
Guarantees	The new notes will be fully and unconditionally guaranteed on a senior basis by our existing and future restricted subsidiaries (other than NGL Energy Finance Corp.) that are obligors under certain of our indebtedness, including our revolving credit facility (the "Credit Facility"), our term credit agreement (the "Term Loan Agreement") and the Issuers' 7.5% Senior Notes due 2023 and 6.125% Senior Notes due 2025 (collectively, the "Existing Senior Notes").
Ranking	Like the old notes, the new notes will be the unsecured senior obligations of each of the Issuers. Accordingly, they will rank:
	• pari passu in right of payment with all existing and future unsubordinated indebtedness of each of the Issuers, including the Existing Senior Notes;
	• senior in right of payment to any future subordinated indebtedness of each of the Issuers;

8

	• structurally subordinated to all obligations of any of our subsidiaries; and
	• effectively junior in right of payment to all existing and future secured indebtedness of each of the Issuers, including indebtedness under our Credit Facility and Term Loan Agreement, which are each secured by substantially all of the assets of NGL Energy, to the extent of the value of the assets of the Issuers constituting collateral securing such indebtedness.
	See "Risk Factors—Risks Related to the Notes—The notes and the guarantees are unsecured and effectively subordinated to our and our subsidiary guarantors' existing and future secured indebtedness."
	The guarantees will rank:
	• pari passu in right of payment with all existing and future unsubordinated indebtedness of each guarantor;
	• senior in right of payment to any future subordinated indebtedness of each guarantor; and
	• effectively junior in right of payment to all existing and future secured indebtedness of each guarantor, including indebtedness under the Credit Facility and Term Loan Agreement, to the extent of the value of the assets of each guarantor constituting collateral securing such indebtedness.
Optional Redemption	Beginning on April 15, 2022, we may redeem some or all of the new notes at the redemption prices listed under "Description of Notes—Optional Redemption" plus accrued and unpaid interest, if any, on the new notes to the date of redemption.
	At any time prior to April 15, 2022, we may, at our option, redeem up to 35% of the new notes with a cash amount equal to the net cash proceeds of certain equity offerings at a redemption price equal to 107.5% of the aggregate principal amount, plus accrued and unpaid interest, if any, to the redemption date. We may make that redemption only if, after the redemption, at least 65% of the aggregate principal amount of the new notes issued on the initial issue date remains outstanding and the redemption occurs within 180 days of the closing of the equity offering. Please see "Description of Notes—Optional Redemption."
	We may, from time to time prior to April 15, 2022, redeem all or a part of the new notes, at a redemption price equal to 100% of the aggregate principal amount of the notes redeemed, plus a "make-whole" premium and accrued and unpaid interest, if any, to the redemption date.

9

Change of Control	If we experience certain kinds of changes of control followed by a rating decline, we must give holders of the new notes the opportunity to sell us their new notes at 101% of their principal amount, plus accrued and unpaid interest, if any.
Certain Covenants	The indenture that will govern the new notes contains certain covenants limiting our ability and the ability of our restricted subsidiaries to, under certain circumstances:
	• pay distributions on, purchase or redeem our common equity or purchase or redeem our subordinated debt;
	• incur or guarantee additional indebtedness or issue preferred units;
	• create or incur certain liens;
	• enter into agreements that restrict distributions or other payments from our restricted subsidiaries to us;
	• consolidate, merge or transfer all or substantially all of our assets; and
	• engage in transactions with affiliates.
	These covenants are subject to important exceptions and qualifications as described in this prospectus under the caption "Description of Notes—Covenants." Certain of our subsidiaries will be designated as "unrestricted subsidiaries" and will therefore not be subject to the covenants in the indenture. In addition, certain of the covenants listed above will terminate before the new notes mature if any two of the three specified rating agencies assign the new notes an investment grade rating in the future and no events of default exist under the indenture. Any covenants that cease to apply to us as a result of achieving investment grade ratings will not be restored, even if the credit ratings assigned to the new notes later fall below investment grade.
Absence of Established Market for the New Notes	The new notes generally will be freely transferable, but will also be new securities for which there will not initially be a market. We do not intend to apply for a listing of the new notes on any securities exchange or for the inclusion of the new notes on any automated dealer quotation system. Accordingly, there can be no assurance as to the development or liquidity of any market for the new notes.

10

RISK FACTORS

This offering involves a high degree of risk. Before deciding to invest in the notes, you should consider carefully the risks and uncertainties described below with all of the other information included or incorporated by reference in this prospectus, including the risk factors contained in the sections titled "Risk Factors" included in our Annual Report on Form 10-K for the year ended March 31, 2019 and in our subsequent Quarterly Reports on Form 10-Q for the quarters ended June 30, 2019 and September 30, 2019. While these are the risks and uncertainties, we believe are most important for you to consider, you should know that they are not the only risks or uncertainties facing us or which may adversely affect our business. If any of these risks actually occur, our business, financial condition or results of operations could be materially adversely affected and our ability to meet our obligations under the new notes could be materially adversely affected.

Risks Related to Investing in the New Notes

Our leverage and debt service obligations may adversely affect our financial condition, results of operations and business prospects and our ability to make payments on the notes.

        Our level of indebtedness could affect our operations in several ways, including the following:

•

requiring us to dedicate a substantial portion of our cash flow from operations to service our existing debt, thereby reducing the cash available to finance our operations and other business activities and limiting our flexibility in planning for or reacting to changes in our business and the industry in which we operate;

•

increasing our vulnerability to economic downturns and adverse developments in our business;

•

limiting our ability to access the capital markets to raise capital on favorable terms or to obtain additional financing for working capital, capital expenditures or acquisitions or to refinance existing indebtedness;

•

placing restrictions on our ability to obtain additional financing, make investments, lease equipment, sell assets and engage in business combinations;

•

placing us at a competitive disadvantage relative to competitors with lower levels of indebtedness in relation to their overall size or less restrictive terms governing their indebtedness; and

•

making it more difficult for us to satisfy our obligations under the notes or other debt and increasing the risk that we may default on our debt obligations.

        Our leverage could have important consequences to investors in the notes. We will require substantial cash flow to meet our principal and interest obligations with respect to the notes and our other indebtedness. Our ability to make scheduled payments, to refinance our obligations with respect to our indebtedness or our ability to obtain additional financing in the future will depend on our financial and operating performance, which, in turn, is subject to prevailing economic conditions and to financial, business and other factors. We believe that we will have sufficient cash flow from operations and available borrowings under our Credit Facility to service our indebtedness. However, a significant downturn in our business or other development adversely affecting our cash flow could materially impair our ability to service our indebtedness. If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to refinance all or a portion of our debt or sell assets. We cannot assure you that we would be able to refinance our existing indebtedness or sell assets on terms that are commercially reasonable.

11

We have a holding company structure in which our subsidiaries conduct our operations and own our operating assets.

        We are a holding company, and our operating subsidiaries conduct all of our operations and own all of our operating assets. We have no significant assets other than our interest in our operating subsidiaries. As a result, our ability to make required payments on the notes depends on the performance of our operating subsidiaries and their ability to distribute funds to us. The ability of our subsidiaries to make distributions to us may be restricted by, among other things, applicable state partnership laws and other laws and regulations. If we are unable to obtain the funds necessary to pay the principal amount at maturity of the notes, or to repurchase the notes upon the occurrence of a change of control, we may be required to adopt one or more alternatives, such as a refinancing of the notes or a sale of assets. We may not be able to refinance the notes or sell assets on acceptable terms, or at all.

Despite our current level of indebtedness, we may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial indebtedness.

        We may be able to incur substantial additional indebtedness in the future, subject to certain limitations, including under our Credit Facility, the indentures governing the Existing Senior Notes and the indenture that governs the notes. If new debt is added to our current debt levels, the related risks that we now face could increase. Our level of indebtedness could, for instance, prevent us from engaging in transactions that might otherwise be beneficial to us or from making desirable capital expenditures. This could put us at a competitive disadvantage relative to other less leveraged competitors that have more cash flow to devote to their operations. In addition, the incurrence of additional indebtedness could make it more difficult to satisfy our existing financial obligations, including those relating to the notes.

The notes and the guarantees are unsecured and effectively subordinated to our and our subsidiary guarantors' existing and future secured indebtedness.

        The notes and the guarantees are general unsecured senior obligations ranking effectively junior in right of payment to all existing and future secured debt of ours and that of any subsidiary guarantor, including obligations under our Credit Facility and Term Loan Agreement, to the extent of the value of the collateral securing the debt. If we or any subsidiary guarantor is declared bankrupt, becomes insolvent or is liquidated or reorganized, any secured debt of ours or of such subsidiary guarantor will be entitled to be paid in full from our assets or the assets of such subsidiary guarantor, as applicable, securing that debt before any payment may be made with respect to the notes or the affected guarantees. Holders of the notes will participate ratably with all holders of our other unsecured indebtedness that does not rank junior to the notes, including all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the notes. As a result, holders of the notes would likely receive less, ratably, than holders of secured indebtedness.

The notes are structurally subordinated to all liabilities of our non-guarantor subsidiaries.

        The notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries that are not guaranteeing the notes. These non-guarantor subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the notes, or to make any funds available therefor, whether by loans, distributions or other payments. Any right that we or the subsidiary guarantors have to receive any assets of any of the non-guarantor subsidiaries upon the liquidation or reorganization of those non-guarantor subsidiaries, and the consequent rights of holders of notes to realize proceeds from the sale of any of those non-guarantor subsidiaries' assets, are

12

effectively subordinated to the claims of those non-guarantor subsidiaries' creditors, including trade creditors and holders of preferred equity interests of those non-guarantor subsidiaries. Accordingly, in the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, these non-guarantor subsidiaries will pay the holders of their debts, holders of preferred equity interests and their trade creditors before they will be able to distribute any of their assets to us.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

        Borrowings under our Credit Facility and Term Loan Agreement each bear interest at variable rates and expose us to interest rate risk. If interest rates increase and we are unable to effectively hedge our interest rate risk, our debt service obligations on the variable rate indebtedness would increase even if the amount borrowed remained the same, and our cash available for servicing our indebtedness would decrease. A 0.125% change in interest rates on the $1.1 billion of debt outstanding under our Credit Facility as of September 30, 2019 would result in an increase or decrease of our annual interest expense of $1.4 million, based on borrowings outstanding at September 30, 2019. A 0.125% change in interest rates on the $250.0 million of debt outstanding under our Term Loan Agreement as of September 30, 2019 would result in an increase or decrease of our annual interest expense of $0.3 million, based on borrowings outstanding at September 30, 2019.

We may not have the funds necessary to finance the repurchase of the notes in connection with a change of control offer required by the indenture.

        Upon the occurrence of specific kinds of change of control events, the indenture governing the notes requires us to make an offer to repurchase all such notes at 101% of the principal amount thereof, plus any accrued and unpaid interest (and liquidated damages, if any) to the date of repurchase. However, it is possible that we will not have sufficient funds, or the ability to raise sufficient funds, at the time of the change of control to fund the required repurchase of the notes. In addition, restrictions under our Credit Facility or Term Loan Agreement may not allow us to make such a repurchase upon a change of control. If we could not refinance our Credit Agreement or Term Loan Agreement or otherwise obtain a waiver from the holders of such debt, we would be prohibited from repurchasing the notes, which would constitute an event of default under the indenture. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a "Change of Control" under the indenture. Because the definitions of change of control under our Credit Facility and Term Loan Agreement differ from that under the indenture, there may be a change of control and resulting default under our Credit Agreement or Term Loan Agreement at a time when no change of control has occurred under that indenture. See "Description of Notes—Repurchase at the Option of Holders—Change of Control."

Holders of the notes may not be able to determine when a change of control giving rise to their right to have the notes repurchased has occurred following a sale of "substantially all" of our assets.

        The definition of change of control in the indenture that governs the notes includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of the Partnership and its subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require us to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Partnership and its subsidiaries taken as a whole to another person or group may be uncertain.

13

Holders of notes do not have the right to require us to repurchase notes following certain kinds of change of control events unless the change of control event is followed by a rating decline.

        Holders of notes do not have the right to require us to repurchase notes following certain kinds of change of control events unless the change of control event is followed by a rating decline. Moreover, because the change of control offer provisions of our existing senior notes do not include a requirement that the change of control event be followed by a rating decline in order to be triggered, we may be obligated to offer to purchase our existing senior notes following a change of control event that is not followed by a rating decline, even though holders of notes would not have such right.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from subsidiary guarantors.

        Under U.S. federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee of the notes could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that subsidiary guarantor, if, among other things, the subsidiary guarantor, at the time it incurred the debt evidenced by its guarantee:

•

received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee;

•

was insolvent or rendered insolvent by reason of such incurrence;

•

was engaged in a business or transaction for which the subsidiary guarantor's remaining assets constituted unreasonably small capital; or

•

intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

        In addition, any payment by that subsidiary guarantor pursuant to its guarantee could be voided and required to be returned to the subsidiary guarantor, or to a fund for the benefit of our creditors or the creditors of the guarantor.

        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a subsidiary guarantor would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

•

if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•

it could not pay its debts as they become due.

        On the basis of historical financial information, recent operating history and other factors, we believe that each subsidiary guarantor, after giving effect to its guarantee of the notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

If an active trading market does not develop for the notes, you may not be able to resell them.

        Prior to this offering, there was no trading market for the notes, and we cannot assure you that an active trading market will develop. If no active trading market develops, you may not be able to resell

14

your notes at their fair market value or at all. Future trading prices of the notes will depend on many factors, including, among other things, our ability to consummate the exchange offer, prevailing interest rates, our operating results and the market for similar securities. We do not intend to apply to list the notes on any securities exchange or for the inclusion of the notes on any automated dealer quotation system.

Many of the covenants contained in the indenture will terminate if the notes are rated investment grade by any two of S&P, Moody's and Fitch and no default has occurred and is continuing.

        Many of the covenants in the indenture governing the notes will terminate if the notes are rated investment grade by any two of S&P Global, Moody's Investor Service and Fitch Ratings, Inc.; provided that at such time no default has occurred and is continuing. The covenants will restrict, among other things, our ability to pay distributions, incur debt and to enter into certain other transactions. There can be no assurance that the notes will ever be rated investment grade. However, termination of these covenants would allow us to engage in certain transactions that would not have been permitted while these covenants were in force, and the effects of any such transactions will be permitted to remain in place even if the notes are subsequently downgraded below investment grade. See "Description of Notes—Certain Covenants—Covenant Termination."

Our tax treatment depends on our status as a partnership for U.S. federal income tax purposes. If the Internal Revenue Service (the "IRS") were to treat us as a corporation for federal income tax purposes, or otherwise subject us to entity-level taxation, it would reduce the amount of cash available for payment on the notes.

        A publicly traded partnership such as us may be treated as a corporation for U.S. federal income tax purposes unless it satisfies a "qualifying income" requirement. Based on our current operations and current Treasury Regulations, we believe that we satisfy the qualifying income requirement and will be treated as a partnership. Failing to meet the qualifying income requirement or a change in current law could cause us to be treated as a corporation for U.S. federal income tax purposes or otherwise subject us to entity-level taxation.

        The present U.S. federal income tax treatment of publicly traded partnerships, including us, may be modified by administrative, legislative or judicial changes or differing interpretations at any time. For example, from time to time, members of Congress consider substantive changes to the existing federal income tax laws that affect publicly traded partnerships. For example, one such recently introduced legislative proposal, which is similar to legislation that was commonly proposed during the Obama Administration, would, if enacted, among other things, repeal the qualifying income exception upon which we rely for our status as a partnership for U.S. federal income tax purposes. In addition, the Treasury Department has issued, and in the future may issue, regulations interpreting those laws that affect publicly traded partnerships.

        Any modification to the U.S. federal income tax laws may be applied retroactively and could make it more difficult or impossible for us to meet the exception for certain publicly traded partnerships to be treated as partnerships for U.S. federal income tax purposes. We are unable to predict whether any of these changes or other proposals will ultimately be enacted. If we were treated as a corporation for U.S. federal income tax purposes, we would pay federal income tax on our taxable income at the corporate tax rate, which is currently a maximum of 21%, and would likely pay state income tax at varying rates. Treatment of us as a corporation would result in a material reduction in our anticipated cash flow, which could materially and adversely affect our ability to make payments on the notes and our other debt obligations and could cause a reduction in the value of the notes.

15

If the IRS makes audit adjustments to our income tax returns beginning after 2017, it may collect any resulting taxes (including any applicable penalties and interest) directly from us, in which case our cash available for payment on the notes could be substantially reduced.

        Pursuant to the Bipartisan Budget Act of 2015, if the IRS makes audit adjustments to our income tax returns for tax years beginning after 2017, it may collect any resulting taxes (including any applicable penalties and interest) directly from us. We will generally have the ability to shift any such tax liability to our general partner and our unitholders in accordance with their interests in us during the year under audit, but there can be no assurance that we will be able to do so under all circumstances. If we are required to make payments of taxes, penalties and interest resulting from audit adjustments, our cash available for payment on the notes could be substantially reduced. Please also read the risks described above under the risk factor "We may not have the funds necessary to finance the repurchase of the notes in connection with a change of control offer required by the indenture."

16

EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

        We sold the old notes on April 9, 2019 pursuant to the purchase agreement, dated as of April 4, 2019, by and among us, our subsidiary guarantors and RBC Capital Markets, LLC and Mizuho Securities USA LLC, as representatives of the initial purchasers named therein. The old notes were subsequently offered by the initial purchasers to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons pursuant to Regulation S under the Securities Act.

        We sold the old notes in transactions that were exempt from or not subject to the registration requirements under the Securities Act. Accordingly, the old notes are subject to transfer restrictions. In general, you may not offer or sell the old notes unless either they are registered under the Securities Act or the offer or sale is exempt from, or not subject to, registration under the Securities Act and applicable state securities laws.

        In connection with the sale of the old notes, we entered into a registration rights agreement with the initial purchasers of the old notes. In that agreement, we agreed to use our commercially reasonable efforts to file an exchange offer registration statement after the closing date following the offering of the old notes. Now, to satisfy our obligations under the registration rights agreement, we are offering holders of the old notes who are able to make certain representations described below the opportunity to exchange their old notes for the new notes in the exchange offer. The exchange offer will be open for a period of at least 20 business days. During the exchange offer period, we will exchange the new notes for all old notes properly surrendered and not withdrawn before the expiration date. The new notes will be registered under the Securities Act, and the transfer restrictions, registration rights and provisions for additional interest relating to the old notes will not apply to the new notes.

        For each old note surrendered to us pursuant to the exchange offer, the holder of such old note will receive a new note having a principal amount equal to that of the surrendered old note. Interest on each new note will accrue from the last interest payment date on which interest was paid on the surrendered old note. The registration rights agreement also provides an agreement to include in the prospectus for the exchange offer certain information necessary to allow a broker-dealer who holds old notes that were acquired for its own account as a result of market-making activities or other ordinary course trading activities (other than old notes acquired directly from us or one of our affiliates) to exchange such old notes pursuant to the exchange offer and to satisfy the prospectus delivery requirements in connection with resales of new notes received by such broker-dealer in the exchange offer. We agreed to use commercially reasonable efforts to maintain the effectiveness of the exchange offer registration statement for these purposes for a period ending on the earlier of 180 days from the date on which the exchange offer registration statement is declared effective and the date on which the broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities.

        The preceding agreement is needed because any broker-dealer who acquires old notes for its own account as a result of market-making activities or other trading activities is required to deliver a prospectus meeting the requirements of the Securities Act. This prospectus covers the offer and sale of the new notes pursuant to the exchange offer and the resale of new notes received in the exchange offer by any broker-dealer who held old notes acquired for its own account as a result of market-making activities or other trading activities, other than old notes acquired directly from us or one of our affiliates.

        Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the new notes issued pursuant to the exchange offer would in general be freely tradable after the exchange offer without further registration under the Securities Act. However, any

17

purchaser of old notes who is an "affiliate" of ours or who intends to participate in the exchange offer for the purpose of distributing the related new notes:

•

will not be able to rely on the interpretation of the staff of the SEC,

•

will not be able to tender its old notes in the exchange offer, and

•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the old notes unless such sale or transfer is made pursuant to an exemption from such requirements.

        Each holder of the old notes (other than certain specified holders) who desires to exchange old notes for the new notes in the exchange offer will be required to make the representations described below under "—Procedures for Tendering—Your Representations to Us."

        We further agreed to file with the SEC a shelf registration statement to register for public resale old notes held by any holder who provides us with certain information for inclusion in the shelf registration statement if:

•

the exchange offer is not permitted by applicable law or SEC policy;

•

for any reason the exchange offer is not consummated within 30 business days after the Effectiveness Target Date (as defined below); or

•

prior to the 20th business day following the consummation of this offering, any holder notifies us that:

•

the holder is prohibited by applicable law or SEC policy from participating in the exchange offer;

•

the holder may not resell the new notes acquired in the exchange offer to the public without delivering a prospectus, and the prospectus contained in the exchange offer is not appropriate or available for such resales by such purchaser; or

•

the holder is a broker-dealer and holds old notes acquired directly from us or one of our affiliates that are not freely tradeable, and such holder cannot participate in the exchange offer.

        We have agreed to use commercially reasonable efforts to file the shelf registration with the SEC on or before the 30 days after the occurrence of the events described in the first three bullets above, which date we refer to as the "shelf filing deadline," and to use commercially reasonable efforts to cause the shelf registration statement to be declared effective on or before 90 days after the shelf filing deadline. We have also agreed to use commercially reasonable efforts to keep the shelf registration statement continuously effective from the date on which the shelf registration statement is declared effective by the SEC until the earlier of the first anniversary of the effective date of such shelf registration statement and such time as all notes covered by the shelf registration statement have been sold or are freely tradeable. We refer to this period as the "shelf effectiveness period."

        If:

(1)

the Issuers and the subsidiary guarantors become obligated under the registration rights agreement to file a shelf registration statement and fail to do so on or before the shelf filing deadline;



(2)

any registration statement required by the registration rights agreement is not declared effective by the SEC on or prior to the date specified for such effectiveness (the "Effectiveness Target Date");

18

(3)

the Issuers and the subsidiary guarantors fail to consummate the exchange offer within 30 business days of the Effectiveness Target Date with respect to the exchange offer registration statement; or



(4)

the shelf registration statement or the exchange offer registration statement is declared effective by the SEC but thereafter ceases to be effective or usable for its intended purpose (with such event referred to in clauses (1) through (4) above, a "Registration Default");

then the Issuers and the subsidiary guarantors will pay liquidated damages to each holder of notes, with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to one quarter of one percent (0.25%) per annum on the principal amount of notes held by such holder. The amount of the liquidated damages will increase by an additional one-quarter of one percent (0.25%) per annum on the principal amount of notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of liquidated damages for all Registration Defaults of one-half of one percent (0.50%) per annum. All accrued liquidated damages will be paid by the Issuers (or the subsidiary guarantors, if applicable) in the manner provided for with respect to the payment of interest in the Indenture as more fully set forth in the Indenture and the notes. Following the cure of all Registration Defaults, the accrual of liquidated damages will cease.

        Holders of the old notes will be required to make certain representations to us (as described below under "—Procedures for Tendering") in order to participate in the exchange offer and will be required to deliver information to be used in connection with the shelf registration statement and to provide comments on the shelf registration statement within the time periods set forth in the registration rights agreement in order to have their old notes included in the shelf registration statement.

        If we effect the registered exchange offer, we will be entitled to close the registered exchange offer 20 business days after its commencement as long as we have accepted all old notes validly tendered in accordance with the terms of the exchange offer and no brokers or dealers continue to hold any old notes.

        This summary of the material provisions of the registration rights agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement, a copy of which is filed as an exhibit to the registration statement that includes this prospectus.

        Except as set forth above, after consummation of the exchange offer, holders of old notes that are the subject of the exchange offer will have no registration or exchange rights under the registration rights agreement. See "—Consequences of Failure to Exchange."

Terms of the Exchange Offer

        Subject to the terms and conditions described in this prospectus and in the letter of transmittal, we will accept for exchange any old notes properly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date, as may be extended at our option. We will issue new notes in a principal amount equal to the principal amount of old notes surrendered in the exchange offer. Old notes may be tendered only for new notes and only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

        The exchange offer is not conditioned upon any minimum aggregate principal amount of old notes being tendered for exchange.

        As of the date of this prospectus, $450.0 million in aggregate principal amount of the old notes is outstanding. This prospectus and the letter of transmittal are being sent to all registered holders of old

19

notes. There will be no fixed record date for determining registered holders of old notes entitled to participate in the exchange offer.

        We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission. Old notes that the holders thereof do not tender for exchange in the exchange offer will remain outstanding and continue to accrue interest. These old notes will continue to be entitled to the rights and benefits such holders have under the indenture relating to the notes and the registration rights agreement.

        We will be deemed to have accepted for exchange properly tendered old notes when we have given oral or written notice of the acceptance to the exchange agent and complied with the applicable provisions of the registration rights agreement. The exchange agent will act as agent for the tendering holders for the purposes of receiving the new notes from us.

Expiration Date

        The exchange offer will expire at 5:00 p.m., New York City time, on                , 2020, unless, in our sole discretion, we extend it.

Extensions, Delays in Acceptance, Termination or Amendment

        We expressly reserve the right, at any time or various times, to extend the period of time during which the exchange offer is open. We may delay acceptance of any old notes by giving oral or written notice of such extension to their holders at any time until the exchange offer expires or terminates. During any such extensions, all old notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange.

        In order to extend the exchange offer, we will notify the exchange agent orally or in writing of any extension. We will notify the registered holders of old notes of the extension by a press release issued no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

        Any such notice relating to the extension of the exchange offer will disclose the number of securities tendered as of the date of the notice, as required by Rule 14e-1(d) under the Exchange Act.

        We expressly reserve the right at our sole discretion:

•

to delay accepting the old notes, provided that any such delay is done in a manner consistent with Rule 14e-1(c) of the Exchange Act;

•

to extend the exchange offer;

•

to terminate the exchange offer and not accept old notes not previously accepted if any of the conditions listed under "—Conditions to the Exchange Offer" are not satisfied or waived by us, by giving oral or written notice of such delay, extension or termination to the exchange agent; or

•

to amend the terms of the exchange offer in any manner.

        Following the commencement of the exchange offer, we currently anticipate that we would only delay accepting old notes tendered in the exchange offer due to an extension of the expiration date.

        We will follow any delay in acceptance, extension or termination as promptly as practicable by oral or written notice to the exchange agent.

        Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice thereof to the registered holders of old notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly

20

disclose such amendment by means of a prospectus supplement. The prospectus supplement will be distributed to the registered holders of the old notes. Depending upon the significance of the amendment and the manner of disclosure to the registered holders, we may extend the exchange offer. In the event of a material change in the exchange offer, including the waiver by us of a material condition, we will extend the exchange offer period, if necessary, so that at least five business days remain in the exchange offer period following notice of the material change.

        If we delay accepting any old notes or terminate the exchange offer, we will promptly return any old notes deposited pursuant to the exchange offer as required by Rule 14e-1(c).

Conditions to the Exchange Offer

        We will not be required to accept for exchange, or exchange any new notes for, any old notes if the exchange offer, or the making of any exchange by a holder of old notes, would violate applicable law or any applicable interpretation of the staff of the SEC. Similarly, we may terminate the exchange offer as provided in this prospectus before accepting old notes for exchange in the event of such a potential violation.

        In addition, we will not be obligated to accept for exchange the old notes of any holder that has not made to us the representations described under "—Purpose and Effect of the Exchange Offer," "—Procedures for Tendering" and "Plan of Distribution" and such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to allow us to use an appropriate form to register the issuance of the new notes under the Securities Act.

        We expressly reserve the right to amend or terminate the exchange offer, and to reject for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the conditions to the exchange offer specified above. We will give prompt oral or written notice of any extension, amendment, non-acceptance or termination to the holders of the old notes as promptly as practicable.

        These conditions are for our sole benefit, and we may assert them or waive them in whole or in part at any time or at various times in our sole discretion prior to the expiration of the exchange offer. If we fail at any time to exercise any of these rights, this failure will not mean that we have waived our rights. Each such right will be deemed an ongoing right that we may assert at any time or at various times prior to the expiration of the exchange offer.

        In addition, we will not accept for exchange any old notes tendered, and will not issue new notes in exchange for any such old notes, if at such time any stop order has been threatened or is in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture relating to the notes under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").

Procedures for Tendering

        In order to participate in the exchange offer, you must properly tender your old notes to the exchange agent as described below. We will only issue new notes in exchange for old notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the old notes, and you should follow carefully the instructions on how to tender your old notes. It is your responsibility to properly tender your notes. We have the right to waive any defects. However, we are not required to waive defects and are not required to notify you of defects in your tender.

        If you have any questions or need help in exchanging your notes, please call the exchange agent, whose address and phone number are set forth in "Prospectus Summary—The Exchange Offer—Exchange Agent."

21

        All of the old notes were issued in book-entry form, and all of the old notes are currently represented by global certificates held for the account of DTC. We have confirmed with DTC that the old notes may be tendered using the Automated Tender Offer Program, or ATOP, instituted by DTC. The exchange agent will establish an account with DTC for purposes of the exchange offer promptly after the commencement of the exchange offer, and DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer their old notes to the exchange agent using the ATOP procedures. In connection with the transfer, DTC will send an "agent's message" to the exchange agent. The agent's message will state that DTC has received instructions from the participant to tender old notes and that the participant agrees to be bound by the terms of the letter of transmittal.

        By using the ATOP procedures to exchange old notes, you will not be required to deliver a letter of transmittal to the exchange agent. However, you will be bound by its terms just as if you had signed it.

        There is no procedure for guaranteed late delivery of the notes.

Determinations Under the Exchange Offer

        We will determine, in our sole discretion, all questions as to the validity, form, eligibility, time of receipt, acceptance of tendered old notes and withdrawal of tendered old notes. Our determination will be final and binding. We reserve the absolute right to reject any old notes not properly tendered or any old notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, all defects or irregularities in connection with tenders of old notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of old notes, neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of old notes will not be deemed made until such defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the tendering holder, unless otherwise provided in the letter of transmittal, promptly following the expiration date of the exchange.

When We Will Issue New Notes

        In all cases, we will issue new notes for old notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:

•

a book-entry confirmation of such old notes into the exchange agent's account at DTC; and

•

a properly transmitted agent's message.

Return of Old Notes Not Accepted or Exchanged

        If we do not accept any tendered old notes for exchange or if old notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged old notes will be returned without expense to their tendering holder. Such non-exchanged old notes will be credited to an account maintained with DTC. These actions will occur promptly after the expiration or termination of the exchange offer.

22

Your Representations to Us

        By agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:

•

any new notes that you receive will be acquired in the ordinary course of your business;

•

you have no arrangement or understanding with any person or entity to participate in the distribution of the new notes;

•

you are not our "affiliate," as defined in Rule 405 of the Securities Act;

•

if you are a broker-dealer that will receive new notes for your own account in exchange for old notes, you acquired those notes as a result of market-making activities or other trading activities and you will deliver a prospectus (or, to the extent permitted by law, make available a prospectus) in connection with any resale of such new notes; and

•

if you are a broker-dealer that participates in the exchange offer with respect to old notes acquired for your own account as a result of market-making activities or other trading activities, you have not entered into any arrangement or understanding with us or any of our "affiliates" to distribute the new notes.

Withdrawal of Tenders

        Except as otherwise provided in this prospectus, you may withdraw your tender at any time prior to 5:00 p.m., New York City time, on the expiration date, as may be extended at our option. For a withdrawal to be effective, you must comply with the appropriate procedures of DTC's ATOP system. Any notice of withdrawal must specify the name and number of the account at DTC to be credited with withdrawn old notes and otherwise comply with the procedures of DTC.

        We will determine all questions as to the validity, form, eligibility and time of receipt of notice of withdrawal. Our determination shall be final and binding on all parties. We will deem any old notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer.

        Any old notes that have been tendered for exchange but are not exchanged for any reason will be credited to an account maintained with DTC for the old notes. This crediting will take place promptly after withdrawal, rejection of tender or termination of the exchange offer. You may retender properly withdrawn old notes by following the procedures described under "—Procedures for Tendering" above at any time prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer, as may be extended at our option.

Fees and Expenses

        We will bear the expenses of soliciting tenders. The principal solicitation is being made by electronic mail; however, we may make additional solicitation by facsimile, telephone, mail or in person by our officers and regular employees and those of our affiliates.

        We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.

        We will pay the cash expenses to be incurred in connection with the exchange offer. They include:

•

all registration and filing fees and expenses;

•

all fees and expenses of compliance with federal securities and state "blue sky" or securities laws;

23

•

accounting and legal fees, disbursements and printing, messenger and delivery services, and telephone costs; and

•

related fees and expenses.

Transfer Taxes

        We will pay all transfer taxes, if any, applicable to the exchange of old notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if a transfer tax is imposed for any reason other than the exchange of old notes under the exchange offer.

Consequences of Failure to Exchange

        If you do not exchange new notes for your old notes under the exchange offer you will remain subject to the existing restrictions on transfer of the old notes. In general, you may not offer or sell the old notes unless the offer or sale is either registered under the Securities Act or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the old notes under the Securities Act.

Accounting Treatment

        We will record the new notes in our accounting records at the same carrying value as the old notes. This carrying value is the aggregate principal amount of the old notes less any bond discount, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer.

Other

        Participation in the exchange offer is voluntary and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

        We may in the future seek to acquire untendered old notes in open market or privately-negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any old notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered old notes.

24

USE OF PROCEEDS

        The exchange offer is intended to satisfy our obligations under the registration rights agreement. We will not receive any proceeds from the issuance of the new notes in the exchange offer. In consideration for issuing the new notes as contemplated by this prospectus, we will receive old notes in a like principal amount. The form and terms of the new notes are identical in all respects to the form and terms of the old notes, except the new notes will be registered under the Securities Act and will not contain restrictions on transfer, registration rights or provisions for additional interest. Old notes surrendered in exchange for the new notes will be retired and cancelled and will not be reissued. Accordingly, the issuance of the new notes will not result in any change in outstanding indebtedness.

25

DESCRIPTION OF NOTES

        You can find the definitions of certain terms used in this description under the subheading "—Definitions." In this description, the words "NGL Energy," "us," "our" and "we" refer only to NGL Energy Partners LP and not to any of its Subsidiaries, and the words "Finance Corp." refer solely to NGL Energy Finance Corp. The term "Issuers" refers to NGL Energy and Finance Corp., collectively.

        The Issuers will issue the new notes under an indenture dated as of the Issue Date (the "indenture"), among the Issuers, the Guarantors and U.S. Bank National Association, as trustee (the "trustee"), in exchange for the old notes issued under the indenture in a private transaction that was not subject to the registration requirements of the Securities Act. See "Notice to Investors." The terms of the notes will include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").

        The following description is a summary of the material provisions of the indenture. It does not restate the indenture in its entirety. We urge you to read the indenture because it, and not this description, defines your rights as holders of the new notes.

        The registered holder of a note will be treated as the owner of it for all purposes. Only registered holders will have rights under the indenture and all references to "holders" in this description are to registered holders of notes.

Brief Description of the Notes and the Note Guarantees

The Notes

        The new notes will:

•

be general unsecured obligations of each of the Issuers;

•

be non-recourse to our general partner;

•

rank pari passu in right of payment with all existing and future unsubordinated Indebtedness of each of the Issuers, including the Existing Senior Notes;

•

rank senior in right of payment to any future subordinated Indebtedness of each of the Issuers;

•

be structurally subordinated to all obligations of any of our Subsidiaries;

•

be unconditionally guaranteed by the Guarantors on a senior unsecured basis; and

•

rank effectively junior in right of payment to all existing and future secured Indebtedness of each of the Issuers, including indebtedness under the Credit Agreement and Term Loan Agreement, each of which is secured by substantially all of the assets of NGL Energy and the Guarantors, to the extent of the assets of the Issuers constituting collateral securing such Indebtedness. See "Risk Factors—Risks Related to the Notes—The notes and the guarantees will be unsecured and effectively subordinated to our and our subsidiary guarantors' existing and future secured indebtedness." and "Risk Factors—Risks Related to the Notes—The notes and the guarantees will be structurally subordinated to all indebtedness of our non-guarantor subsidiaries."

The Note Guarantees

        Initially, the notes will be guaranteed by each Restricted Subsidiary (other than Finance Corp.) that is a Domestic Subsidiary and an obligor under the Credit Agreement. In the future, other

26

Restricted Subsidiaries will be required to guarantee the notes under the circumstances described below under "—Covenants—Additional Note Guarantees." Each guarantee of the notes will:

•

be a general unsecured obligation of the applicable Guarantor;

•

rank pari passu in right of payment with all existing and future unsubordinated Indebtedness of such Guarantor, including the guarantees of the Existing Senior Notes;

•

rank senior in right of payment to any future subordinated Indebtedness of such Guarantor; and

•

rank effectively junior in right of payment to all existing and future secured Indebtedness of such Guarantor, including indebtedness under the Credit Agreement and Term Loan Agreement, to the extent of the assets of such Guarantor constituting collateral securing such Indebtedness.

        As of the Issue Date, all of our Restricted Subsidiaries guarantee the notes, other than GSR Northeast Terminals LLC, Indigo Injection #3-1, LLC, Matagorda Bay Costa Azul Terminal, LLC, NGL Energy Services, LLC, NGL Gateway Terminals, Inc., NGL South Ranch Holdings, LLC and NGL Water Solutions New Mexico, LLC. As of the Issue Date, none of these Subsidiaries guarantees (or is otherwise liable for) any Obligations under any Credit Facility, including the Credit Agreement, or the Existing Senior Notes.

        As of the Issue Date, all of our Subsidiaries, other than Sawtooth Caverns, LLC and NGL Supply Terminal Solution Mining, LLC, are "Restricted Subsidiaries." However, under the circumstances described below under the caption "—Covenants—Designation of Restricted and Unrestricted Subsidiaries," we will be permitted to designate certain of our other Subsidiaries as "Unrestricted Subsidiaries." Our Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the indenture. In the event of a bankruptcy, liquidation or reorganization of any Unrestricted Subsidiary, such Unrestricted Subsidiary will pay the holders of its debt and its trade creditors before it will be able to distribute any of its assets to NGL Energy.

Principal, Maturity and Interest

        The Issuers will issue up to $450.0 million in aggregate principal amount of new notes in this exchange offer. The Issuers may issue additional notes under the indenture from time to time after this offering. Any issuance of additional notes is subject to all of the covenants in the indenture, including the covenant described below under the caption "—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." The notes and any additional notes subsequently issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The Issuers will issue notes in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The notes will mature on April 15, 2026.

        Interest on the outstanding notes will accrue at the rate of 7.5% per annum and will be payable semiannually in arrears on April 15 and October 15 of each year. The Issuers will make each interest payment to the holders of record on the immediately preceding April 1 and October 1.

        Interest on the new notes will accrue from the date of original issuance of the old notes or, if interest has already been paid on the old notes, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. If an interest payment date falls on a day that is not a Business Day, the interest payment to be made on such interest payment date will be made on the next succeeding Business Day with the same force and effect as if made on such interest payment date, and no Liquidated Damages will accrue as a result of such delayed payment.

27

Methods of Receiving Payments on the Notes

        If a holder of notes has given wire transfer instructions to NGL Energy, NGL Energy will pay all principal, interest and premium, if any, on that holder's notes in accordance with those instructions to an account in the United States of America. All other payments on the notes will be made at the office or agency of the paying agent and registrar in New York, New York, unless we elect to make interest payments by check mailed to the noteholders at their address set forth in the register of holders.

Paying Agent and Registrar for the Notes

        The trustee will initially act as paying agent and registrar. The Issuers may change the paying agent or registrar without prior notice to the holders of the notes, and NGL Energy or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

        A holder may transfer or exchange notes in accordance with the provisions of the indenture. The registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. The Issuers will not be required to transfer or exchange any note selected for redemption. Also, the Issuers will not be required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed or between a record date and the next succeeding interest payment date.

Note Guarantees

        Initially, all of the notes will be guaranteed on a senior unsecured basis by each of NGL Energy's current Restricted Subsidiaries (except Finance Corp.) that is a Domestic Subsidiary and an obligor under the Credit Agreement or the Existing Senior Notes. In the future, Restricted Subsidiaries will be required to guarantee the notes under the circumstances described under "—Covenants—Additional Note Guarantees." These Note Guarantees will be joint and several obligations of the Guarantors. The obligations of each Guarantor under its Note Guarantee will be limited as necessary to prevent that Note Guarantee from constituting a fraudulent conveyance under applicable law, although this limitation may not be effective to prevent the Note Guarantees from being voided in bankruptcy. See "Risk Factors—Risks Related to the Notes—Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from subsidiary guarantors."

        A Guarantor may not sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (regardless of whether such Guarantor is the surviving Person), another Person, other than NGL Energy or another Guarantor, unless:

(1)

immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists; and



(2)

either:



(a)

(i) such Guarantor is the surviving Person of such consolidation or merger or (ii) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all the obligations of such Guarantor under the indenture (including its Note Guarantee) pursuant to a supplemental indenture satisfactory to the trustee; or

28

(b)

such transaction or series of transactions does not violate the provisions of the indenture described under the caption "—Repurchase at the Option of Holders—Asset Sales."

        The Note Guarantee of a Guarantor will be released automatically:

(1)

in connection with any sale or other disposition of all or substantially all of the properties or assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) NGL Energy or a Restricted Subsidiary of NGL Energy, if the sale or other disposition does not violate the "Asset Sales" provisions of the indenture described below under the caption "—Repurchase at the Option of Holders—Asset Sales";



(2)

in connection with any sale or other disposition of the Capital Stock of that Guarantor (by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) NGL Energy or a Restricted Subsidiary, if the sale or other disposition does not violate the "Asset Sale" provisions of the indenture described below under the caption "—Repurchase at the Option of Holders—Asset Sales" and the Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition;



(3)

if NGL Energy designates such Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture;



(4)

upon legal defeasance, covenant defeasance or satisfaction and discharge of the indenture as provided below under the captions "—Legal Defeasance and Covenant Defeasance" and "—Satisfaction and Discharge";



(5)

upon the liquidation or dissolution of such Guarantor, provided no Default or Event of Default occurs as a result thereof or has occurred or is continuing;



(6)

upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to NGL Energy or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolves or otherwise ceases to exist; or



(7)

at such time as such Guarantor is no longer required to be a Guarantor pursuant to the provisions of the covenant described under the caption "—Covenants—Additional Note Guarantees."

Optional Redemption

        Except as described below in this section or in the next-to-last paragraph of "—Repurchase at the Option of Holders—Change of Control," the notes are not redeemable at our option until April 15, 2022. On and after April 15, 2022, NGL Energy may redeem all or a part of the notes, from time to time, at the following redemption prices (expressed as a percentage of the principal amount) plus accrued and unpaid interest, if any, on the notes redeemed to but excluding, the applicable redemption date (subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date) if redeemed during the twelve-month period beginning on April 15 of the years indicated below:

Year	Redemption Price
2022		103.750	%
2023		101.875	%
2024 and thereafter		100.000	%

29

        At any time or from time to time prior to April 15, 2022, NGL Energy may also redeem all or part of the notes, at a redemption price equal to the Make-Whole Price, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date.

        "Make-Whole Price" with respect to any notes to be redeemed, means an amount equal to the greater of:

(1)

100% of the principal amount of such notes; and



(2)

the sum of the present values of (a) the redemption price of such notes at April 15, 2022 (as set forth above) and (b) the remaining scheduled payments of interest from the redemption date to April 15, 2022 (not including any portion of such payments of interest accrued as of the redemption date) discounted back to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 50 basis points;

plus, in the case of both (1) and (2), accrued and unpaid interest on such notes, if any, to the redemption date.

        "Comparable Treasury Issue" means, with respect to notes to be redeemed, the U.S. Treasury security selected by an Independent Investment Banker as having a maturity most nearly equal to the period from the redemption date to April 15, 2022, that would be utilized at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity; provided that if such period is less than one year, then the U.S. Treasury security having a maturity of one year shall be used.

        "Comparable Treasury Price" means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if NGL Energy obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

        "Independent Investment Banker" means RBC Capital Markets, LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC or one of their respective successors, or, if such firms or their respective successors, if any, as the case may be, are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by NGL Energy.

        "Primary Treasury Dealer" means a U.S. government securities dealer in the City of New York.

        "Reference Treasury Dealer" means each of RBC Capital Markets, LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC (or their respective affiliates that are Primary Treasury Dealers) and two additional Primary Treasury Dealers selected by NGL Energy, and their respective successors; provided, however, that if any such firm or any such successor, as the case may be, shall cease to be a Primary Treasury Dealer, NGL Energy shall substitute therefor another Primary Treasury Dealer.

        "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by NGL Energy, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to NGL Energy by such Reference Treasury Dealer at 5:00 p.m., New York City time, no later than the fourth Business Day preceding such redemption date.

        "Treasury Rate" means, with respect to any redemption date, (1) the yield, representing the average of the daily rates for the immediately preceding week, appearing in the most recently published statistical release designated "H.15" or any successor publication or data that is published or made available weekly by the Board of Governors of the Federal Reserve System and that establishes yields

30

on actively traded U.S. Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the stated maturity, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined, and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such rates, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated by NGL Energy no later than the fourth Business Day preceding the redemption date.

        The notice of redemption with respect to the foregoing redemption need not set forth the Make-Whole Price but only the manner of calculation thereof. NGL Energy will notify the trustee of the Make-Whole Price with respect to any redemption promptly after the calculation, and the trustee shall not be responsible for such calculation.

        Prior to April 15, 2022, NGL Energy may on any one or more occasions redeem up to 35% of the principal amount of the notes with an amount of cash not greater than the amount of the net cash proceeds from one or more Equity Offerings at a redemption price equal to 107.5% of the principal amount thereof, plus accrued and unpaid interest, if any, on the notes redeemed to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that

(1)

at least 65% of the aggregate principal amount of the notes issued on the Issue Date (excluding notes held by NGL Energy and its Subsidiaries) remains outstanding after each such redemption; and



(2)

the redemption occurs within 180 days after the closing of such Equity Offering.

        Unless NGL Energy defaults in the payment of the redemption price, interest, if any, will cease to accrue on the notes or portions thereof called for redemption on the applicable redemption date.

Selection and Notice

        If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption on a pro rata basis (or, in the case of notes in global form, the trustee will select notes for redemption based on the method of The Depository Trust Company ("DTC") that most nearly approximates a pro rata selection), unless otherwise required by law or applicable stock exchange requirements.

        No notes of $2,000 or less can be redeemed in part. Notices of optional redemption will be mailed by first class mail (or, in the case of notes in global form, pursuant to the applicable procedures of DTC) at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the indenture.

        If any note is to be redeemed in part only, the notice of redemption that relates to such note shall state the portion of the principal amount thereof to be redeemed. A new note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption, unless the redemption is subject to a condition precedent that is not satisfied or waived. On and after the redemption date, interest ceases to accrue on notes or portions of notes called for redemption, unless NGL Energy defaults in making the redemption payment. Any redemption or

31

notice of redemption may, at our discretion, be subject to one or more conditions precedent and, in the case of a redemption with the net cash proceeds of an Equity Offering, be given prior to and conditioned on the completion of the related Equity Offering. In our discretion, any redemption date for any redemption that is subject to one or more conditions precedent may be delayed until such time as any or all such conditions precedent are satisfied.

Open Market Purchases; No Mandatory Redemption or Sinking Fund

        We may at any time and from time to time purchase notes in the open market or otherwise. The Issuers are not required to make mandatory redemption or sinking fund payments with respect to the notes.

Repurchase at the Option of Holders

Change of Control

        If a Change of Control occurs, each holder of notes will have the right, except as provided below, to require NGL Energy to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder's notes pursuant to an offer ("Change of Control Offer") on the terms set forth in the indenture. In the Change of Control Offer, NGL Energy will offer to make a cash payment (a "Change of Control Payment") equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest on the notes repurchased to the date of purchase (the "Change of Control Purchase Date"), subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, NGL Energy will send a notice to each holder of notes describing the transaction or transactions that constitute the Change of Control and offering to repurchase properly tendered notes on the Change of Control Purchase Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent, pursuant to the procedures required by the indenture and described in such notice. NGL Energy will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the notes of any series as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, NGL Energy will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such compliance.

        Promptly following the expiration of the Change of Control Offer, NGL Energy will, to the extent lawful, accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer. Promptly after such acceptance, NGL Energy will, on the Change of Control Purchase Date:

(1)

deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and



(2)

deliver or cause to be delivered to the trustee the notes properly accepted together with an Officers' Certificate stating the aggregate principal amount of notes or portions of notes being purchased by NGL Energy.

        The paying agent will promptly mail or wire transfer to each holder of notes properly tendered the Change of Control Payment for such notes (or, if all the notes are then in global form, make such payment through the facilities of DTC), and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each such new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any note so accepted

32

for payment will cease to accrue interest on and after the Change of Control Purchase Date, unless NGL Energy defaults in making the Change of Control Payment. NGL Energy will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Purchase Date.

        The provisions described above that require NGL Energy to make a Change of Control Offer following a Change of Control will be applicable regardless of whether any other provisions of the indenture are applicable, except as described in the following paragraph. Except as described above with respect to a Change of Control, the indenture will not contain provisions that permit the holders of the notes to require that the Issuers repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

        NGL Energy will not be required to make a Change of Control Offer upon a Change of Control, if (1) a third party makes the Change of Control Offer in the manner, at the time and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by NGL Energy and purchases all notes properly tendered and not withdrawn under the Change of Control Offer, (2) notice of redemption of all outstanding notes has been given pursuant to the indenture as described above under the caption "—Selection and Notice," unless and until there is a default in payment of the applicable redemption price, or (3) in connection with or in contemplation of any Change of Control, NGL Energy has made an offer to purchase (an "Alternate Offer") any and all notes validly tendered at a cash price equal to or higher than the Change of Control Payment and has purchased all notes properly tendered in accordance with the terms of the Alternate Offer. Notwithstanding anything to the contrary contained in the indenture, a Change of Control Offer or Alternate Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer or Alternate Offer is made.

        In the event that holders of not less than 90% in aggregate principal amount of the outstanding notes accept a Change of Control Offer or Alternate Offer and NGL Energy (or any third party making such Change of Control Offer in lieu of NGL Energy as described above) purchases all of the notes held by such holders, NGL Energy will have the right, upon not less than 30 nor more than 60 days' prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer described above, to redeem all of the notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the notes that remain outstanding, to the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

        The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of NGL Energy and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require the Issuers to repurchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of NGL Energy and its Restricted Subsidiaries taken as a whole to another Person or group may be uncertain.

33

Asset Sales

        NGL Energy will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)

NGL Energy or any of its Restricted Subsidiaries receives consideration (including by way of relief from, or any Person assuming responsibilities for, any liabilities, contingent or otherwise) at the time of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and



(2)

at least 75% of the consideration received in the Asset Sale by NGL Energy or such Restricted Subsidiaries (considered together on a cumulative basis, with all consideration received by NGL Energy or any of its Restricted Subsidiaries in respect of other Asset Sales consummated since the Measuring Date) is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:



(a)

any liabilities, as shown on NGL Energy's most recent consolidated balance sheet, of NGL Energy or any Restricted Subsidiary (other than contingent liabilities and Subordinated Debt) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity agreement (or other legal documentation with the same effect) that releases NGL Energy or such Restricted Subsidiary from or indemnifies NGL Energy or such Restricted Subsidiary against further liability;



(b)

any securities, notes or other obligations received by NGL Energy or any such Restricted Subsidiary from such transferee that are, within 90 days after the Asset Sale, converted by NGL Energy or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and



(c)

any Additional Assets of the kind referred to in clause (2) of the next paragraph of this covenant.

        Within 365 days after the receipt of any Net Proceeds from an Asset Sale or, if NGL Energy has entered into a binding commitment or commitments with respect to any of the actions described in clauses (2) or (3) below, within the later of (x) 365 days after the receipt of any Net Proceeds from an Asset Sale and (y) 180 days after the entering into of such commitment or commitments, NGL Energy or one or more of its Restricted Subsidiaries may apply an amount equal to the amount of such Net Proceeds:

(1)

to repay, redeem or repurchase any Senior Debt provided that such repayment, redemption or repurchase may close up to 45 days after the end of such 365-day period;



(2)

to invest in or acquire Additional Assets; or



(3)

to make capital expenditures in respect of a Permitted Business.

        Pending the final application of any Net Proceeds, NGL Energy or any of its Restricted Subsidiaries may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the indenture.

        An amount equal to any Net Proceeds from Asset Sales that are not applied or invested as provided in in clauses (1) through (3) of the immediately preceding paragraph will constitute "Excess Proceeds." Within ten Business Days after the aggregate amount of Excess Proceeds exceeds $30.0 million, the Issuers will make an offer (an "Asset Sale Offer") to all holders of notes and all holders of other Indebtedness that is pari passu with the notes containing provisions similar to those set forth in the indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets to purchase, prepay or redeem the maximum principal amount of notes and such other pari

34

passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to but excluding the date of purchase, prepayment or redemption, subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, NGL Energy or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and other pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis (except that any notes represented by a note in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the trustee, a method that most nearly approximates pro rata selection as the trustee deems fair and appropriate unless otherwise required by law), based on the amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by NGL Energy so that only notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

        Notwithstanding the foregoing, the sale, conveyance or other disposition of all or substantially all of the properties or assets of NGL Energy and its Restricted Subsidiaries, taken as a whole, will be governed by the provisions of the indenture described under the caption "—Repurchase at the Option of Holders—Change of Control" and/or the provisions described under the caption "—Covenants—Merger, Consolidation or Sale of Substantially All Assets" and not by the provisions of the indenture described under the caption "—Repurchase at the Option of Holders—Asset Sales."

        NGL Energy will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of the indenture, or compliance with the Asset Sale provisions of the indenture would constitute a violation of any such laws or regulations, NGL Energy will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such compliance.

        The agreements governing NGL Energy's other Indebtedness contain, and future agreements may contain, prohibitions of certain events, including events that would constitute a Change of Control or an Asset Sale and including repurchases of or other prepayments in respect of the notes. The exercise by the holders of notes of their right to require the Issuers to repurchase the notes upon a Change of Control or an Asset Sale could cause a default under these other agreements, even if the Change of Control or Asset Sale itself does not, due to the financial effect of such repurchases on NGL Energy. In the event a Change of Control or Asset Sale occurs at a time when NGL Energy is prohibited from purchasing notes, NGL Energy could seek the consent of its senior lenders to the purchase of notes or could attempt to refinance the borrowings that contain such prohibition. If NGL Energy does not obtain consent or repay those borrowings, NGL Energy will remain prohibited from purchasing notes. In that case, NGL Energy's failure to purchase tendered notes would constitute an Event of Default under the indenture which could, in turn, constitute a default under the other indebtedness. Finally, the Issuers' ability to pay cash to the holders of notes upon a repurchase may be limited by NGL Energy's then-existing financial resources. See "Risk Factors—Risks Relating to the Notes—We may not have the funds necessary to finance the repurchase of the notes in connection with a change of control offer required by the indenture."

35

Covenants

Covenant Termination

        From and after the occurrence of an Investment Grade Rating Event, and provided that no Default or Event of Default shall have occurred and be continuing, we and our Restricted Subsidiaries will no longer be subject to the following provisions of the indenture (collectively, the "Terminated Covenants"):

(a)

clause (4) of the covenant described under "—Covenants—Merger, Consolidation or Sale of Substantially All Assets"; and



(b)

the provisions of the indenture described above under the following headings:

•

"—Repurchase at the Option of Holders—Asset Sales";

•

"—Covenants—Restricted Payments";

•

"—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";

•

"—Covenants—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries"; and

•

"—Covenants—Transactions with Affiliates."

        Furthermore, after an Investment Grade Rating Event, NGL Energy may not designate any of its Subsidiaries as Unrestricted Subsidiaries.

        Consequently, after the date on which we and our Restricted Subsidiaries are no longer subject to the Terminated Covenants, the notes will be entitled to substantially reduced covenant protection. However, we and our Restricted Subsidiaries will remain subject to all other covenants in the indenture. There can be no assurance that the notes will ever achieve or maintain an Investment Grade Rating.

Restricted Payments

        NGL Energy will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1)

declare or pay any dividend or make any other payment or distribution on account of NGL Energy's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving NGL Energy or any of its Restricted Subsidiaries) or to the direct or indirect holders of NGL Energy's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of NGL Energy and other than dividends or distributions payable to NGL Energy or a Restricted Subsidiary);



(2)

purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving NGL Energy) any Equity Interests of NGL Energy or any direct or indirect parent of NGL Energy;



(3)

make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Subordinated Debt (other than intercompany Indebtedness between or among NGL Energy and any of its Restricted Subsidiaries), except a payment of interest or principal within one year of the Stated Maturity thereof; or



(4)

make any Restricted Investment;

36

(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment, no Default (except a Reporting Default) or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment and either:

(I)

if the Fixed Charge Coverage Ratio for NGL Energy's most recently ended four full fiscal quarters for which internal financial statements are available at the time of such Restricted Payment (the "Trailing Four Quarters") is not less than 1.75 to 1.0, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by NGL Energy and its Restricted Subsidiaries during the fiscal quarter in which such Restricted Payment is made (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8), (9), (10) and (11) of the next succeeding paragraph), is less than the sum, without duplication, of:



(a)

Available Cash from Operating Surplus with respect to NGL Energy's preceding fiscal quarter; plus

(b)

100% of the aggregate net cash proceeds, and the Fair Market Value of any Capital Stock of Persons engaged primarily in a Permitted Business or other long-term assets that are used or useful in a Permitted Business, in each case received by NGL Energy since the Measuring Date from (x) a contribution to the common equity capital of NGL Energy from any Person (other than a Restricted Subsidiary) or (y) the issuance and sale (other than to a Restricted Subsidiary) of Equity Interests (other than Disqualified Stock) of NGL Energy or from the issuance or sale (other than to a Restricted Subsidiary) of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of NGL Energy that have been converted into or exchanged for such Equity Interests (other than Disqualified Stock); plus

(c)

to the extent that any Restricted Investment that was made after the Measuring Date is sold for cash or Cash Equivalents or otherwise liquidated or repaid for cash or Cash Equivalents, the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any); plus

(d)

the amount equal to the net reduction in Restricted Investments since the Measuring Date resulting from (i) dividends, repayments of loans or advances, or other transfers of assets, in each case, to NGL Energy or any of its Restricted Subsidiaries from any Person (including, without limitation, any Unrestricted Subsidiary) or (ii) the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries, in each case, to the extent such amounts have not been included in Available Cash for any period commencing on or after the Measuring Date (items (b), (c) and (d) being referred to as "Incremental Funds"); minus

(e)

the aggregate amount of Incremental Funds previously expended pursuant to this clause (I) and clause (II) below; or



(II)

if the Fixed Charge Coverage Ratio for the Trailing Four Quarters is less than 1.75 to 1.0, such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by NGL Energy and its Restricted Subsidiaries during the fiscal quarter in which such Restricted Payment is made (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8), (9), (10) and (11) of the next succeeding paragraph), is less than the sum, without duplication, of:



(a)

$200.0 million, less the aggregate amount of all prior Restricted Payments made by NGL Energy and its Restricted Subsidiaries pursuant to this clause (II)(a) since the Measuring Date; plus

37

(b)

Incremental Funds to the extent not previously expended pursuant to this clause (II) or clause (I) above;

provided, however, that the only Restricted Payments permitted to be made pursuant to this clause (II) are distributions on NGL Energy's preferred, common and subordinated units plus the related distributions on the General Partner's general partner interest and any distributions with respect to incentive distribution rights.

        The preceding provisions will not prohibit:

(1)

the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend, distribution or redemption payment would have complied with the provisions of the indenture;



(2)

the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent (a) contribution (other than from a Restricted Subsidiary) to the equity capital of NGL Energy or (b) sale (other than to a Restricted Subsidiary) of Equity Interests of NGL Energy (other than Disqualified Stock), with a sale being deemed substantially concurrent if such purchase, redemption, defeasance or other acquisition or retirement for value occurs not more than 120 days after such sale; provided, however, that the amount of any such net cash proceeds that are utilized for any such purchase, redemption, defeasance or other acquisition or retirement for value will be excluded (or deducted, if included) from the calculation of Available Cash and Incremental Funds;



(3)

the purchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Debt with the net cash proceeds from an incurrence of, or in exchange for, Permitted Refinancing Indebtedness;



(4)

the payment of any dividend or distribution by a Restricted Subsidiary to the holders of its Equity Interests on a pro rata basis;



(5)

as long as no Default has occurred and is continuing or would be caused thereby, the purchase, redemption or other acquisition or retirement for value of any Equity Interests of NGL Energy or any Restricted Subsidiary held by any of current or former directors or employees of the General Partner, NGL Energy or of any Restricted Subsidiary; provided, however, that the aggregate price paid for all such purchased, redeemed, acquired or retired Equity Interests may not exceed $7.5 million in any fiscal year (with any portion of such $7.5 million amount that is unused in any fiscal year to be carried forward to successive fiscal years and added to such amount) plus, to the extent not previously applied or included, (a) the cash proceeds received by NGL Energy or any of its Restricted Subsidiaries from sales of Equity Interests of NGL Energy to employees or directors of the General Partner, NGL Energy or its Affiliates that occur after the Measuring Date (to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (I)(b) or (II)(b) of the first paragraph of this covenant) and (b) the cash proceeds of key man life insurance policies received by NGL Energy or any of its Restricted Subsidiaries after the Measuring Date;



(6)

the purchase, redemption or other acquisition or retirement for value of Equity Interests deemed to occur upon the exercise of unit options, warrants, incentives, rights to acquire Equity Interests or other convertible securities if such Equity Interests represent a portion of the exercise or exchange price thereof, and any purchase, redemption or other acquisition or retirement for value of Equity Interests made in lieu of withholding taxes in connection with

38

any exercise or exchange of unit options, warrants, incentives or rights to acquire Equity Interests;

(7)

payments of cash, dividends, distributions, advances or other Restricted Payments, in each case, made in lieu of the issuance of fractional shares or units in connection with the exercise of warrants, options or other securities convertible or exchangeable for Equity Interests or in connection with the payment of a dividend or distribution to the holders of Equity Interests of NGL Energy in the form of Equity Interests (other than Disqualified Stock) of NGL Energy;



(8)

the purchase, redemption or other acquisition or retirement for value of Equity Interests of NGL Energy or any Restricted Subsidiary representing fractional units of such Equity Interests in connection with a merger or consolidation involving NGL Energy or such Restricted Subsidiary or any other transaction permitted by the indenture;



(9)

payments to the General Partner constituting reimbursements for expenses in accordance with the Partnership Agreement as in effect on the Issue Date and as it may be amended or replaced thereafter, provided that any such amendment or replacement is not materially less favorable to NGL Energy in any material respect than the agreement prior to such amendment or replacement;



(10)

as long as no Default has occurred and is continuing or would be caused thereby, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of NGL Energy or any preferred securities of any Restricted Subsidiary issued on or after the Measuring Date in accordance with the covenant described below under the caption "—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";



(11)

in connection with an acquisition by NGL Energy or any of its Restricted Subsidiaries, the return to NGL Energy or any of its Restricted Subsidiaries of Equity Interests of NGL Energy or its Restricted Subsidiaries constituting a portion of the purchase consideration in settlement of indemnification claims or purchase price adjustments; and



(12)

the purchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Debt (a) at a purchase price not greater than 101% of the principal amount of such Subordinated Debt plus accrued interest in accordance with provisions similar to the covenant described under "—Repurchase at the Option of Holders—Change of Control" or (b) at a purchase price not greater than 100% of the principal amount thereof plus accrued interest in accordance with provisions similar to the covenant described under "—Repurchase at the Option of Holders—Asset Sales"; provided that, prior to or simultaneously with such purchase, redemption, defeasance or other acquisition or retirement for value, NGL Energy shall have complied with the provisions of the indenture described under the caption "—Repurchase at the Option of Holders—Change of Control" or "Repurchase at the Option of Holders—Asset Sales," as the case may be, and repurchased all notes validly tendered for payment in connection with the Change of Control Offer, Asset Sale Offer or Alternate Offer, as the case may be.

        The amount of all Restricted Payments (other than cash) will be the Fair Market Value, determined as of the date of the Restricted Payment, of the Restricted Investment proposed to be made or the asset(s) or securities proposed to be transferred or issued by NGL Energy or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment, except that the Fair Market Value of any non-cash dividend or distribution paid within 60 days after the date of its declaration shall be determined as of such date of declaration. The Fair Market Value of any Restricted Investment, assets or securities that are required to be valued by this covenant will be determined in accordance with the definition of that term. For purposes of determining compliance with this

39

"Restricted Payments" covenant, (x) in the event that a Restricted Payment meets the criteria of more than one of the categories of Restricted Payments described in the preceding clauses (1) through (12) of this covenant, or is permitted pursuant to the first paragraph of this covenant, NGL Energy will be permitted to classify (or later classify or reclassify in whole or in part in its sole discretion) such Restricted Payment (or portion thereof) on the date made or later reclassify such Restricted Payment (or portion thereof) in any manner that complies with this covenant; and (y) in the event a Restricted Payment is made pursuant to clause (I) or (II) of the first paragraph of this covenant, NGL Energy will be permitted to classify whether all or any portion thereof is being (and in the absence of such classification shall be deemed to have classified the minimum amount possible as having been) made with Incremental Funds.

Incurrence of Indebtedness and Issuance of Preferred Stock

        NGL Energy will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, Guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur"; with "incurrence" having a correlative meaning) any Indebtedness (including Acquired Debt), and NGL Energy will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that NGL Energy may incur Indebtedness (including Acquired Debt) and issue Disqualified Stock, and its Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) and issue preferred stock, if the Fixed Charge Coverage Ratio for NGL Energy's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

        Notwithstanding the foregoing, the first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness or issuances of Disqualified Stock or preferred stock, as applicable (collectively, "Permitted Debt"):

(1)

the incurrence by NGL Energy or any of its Restricted Subsidiaries of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of NGL Energy and its Restricted Subsidiaries thereunder) not to exceed the greater of (a) $2.45 billion and (b) $700.0 million plus 35.0% of the Total Assets of NGL Energy determined on the date of such incurrence;



(2)

the incurrence by NGL Energy or its Restricted Subsidiaries of Existing Indebtedness;



(3)

the incurrence by the Issuers and the Guarantors of Indebtedness represented by (a) the notes and the related Note Guarantees to be issued on the Issue Date and (b) the Exchange Notes and the related Note Guarantees to be issued pursuant to the Registration Rights Agreement;



(4)

the incurrence by NGL Energy or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of NGL Energy or any of its Restricted Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to extend, renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4) at any time; provided that, immediately after giving effect to any such incurrence, the principal

40

amount of all Indebtedness incurred pursuant to this clause (4) and then outstanding does not exceed the greater of (a) $75.0 million and (b) 3.25% of the Total Assets of NGL Energy;

(5)

the incurrence by NGL Energy or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, renew, refund, refinance, replace, defease, discharge or otherwise retire for value, any Indebtedness (other than intercompany Indebtedness) or Disqualified Stock of NGL Energy, or Indebtedness (other than intercompany Indebtedness) or preferred stock of any Restricted Subsidiary, in each case that was permitted by the indenture to be incurred under the first paragraph of this covenant or clause (2), (3), (4), (13), (14) or (15) of this paragraph or this clause (5);



(6)

the incurrence by NGL Energy or any of its Restricted Subsidiaries of intercompany Indebtedness between or among NGL Energy and any of its Restricted Subsidiaries; provided, however, that:



(a)

if NGL Energy or any Guarantor is the obligor on such Indebtedness and the payee is not NGL Energy or a Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the notes, in the case of NGL Energy, or the Note Guarantee, in the case of a Guarantor; and



(b)

(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than NGL Energy or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person that is neither NGL Energy nor a Restricted Subsidiary, will be deemed, in each case, to constitute an incurrence of such Indebtedness by NGL Energy or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);



(7)

the issuance by any of NGL Energy's Restricted Subsidiaries to NGL Energy or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:



(a)

any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than NGL Energy or a Restricted Subsidiary; and



(b)

any sale or other transfer of any such preferred stock to a Person that is neither NGL Energy nor a Restricted Subsidiary, will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7);



(8)

the incurrence by NGL Energy or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business and not for speculative purposes;



(9)

the Guarantee by NGL Energy or any of its Restricted Subsidiaries of Indebtedness of NGL Energy or a Restricted Subsidiary to the extent that the guaranteed Indebtedness was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the notes, then the Guarantee must be subordinated or pari passu, as applicable, to the same extent as the Indebtedness Guaranteed;



(10)

the incurrence by NGL Energy or any Restricted Subsidiary of Indebtedness consisting of the financing of insurance premiums in customary amounts consistent with the operations and business of NGL Energy and its Restricted Subsidiaries;



(11)

the incurrence by NGL Energy or any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit; provided that, upon the

41

drawing of such letters of credit, such obligations are reimbursed within 30 days following such drawing;

(12)

the incurrence by NGL Energy or any of its Restricted Subsidiaries of liability in respect of the Indebtedness of any Unrestricted Subsidiary or any Joint Venture but only to the extent that such liability is the result of NGL Energy's or any such Restricted Subsidiary's being a general partner or member of, or owner of an Equity Interest in, such Unrestricted Subsidiary or Joint Venture and not as guarantor of such Indebtedness; provided that, immediately after giving effect to any such incurrence, the principal amount of all Indebtedness incurred pursuant to this clause (12) and then outstanding does not exceed $25.0 million;



(13)

the incurrence by NGL Energy or any of its Restricted Subsidiaries of Permitted Acquisition Indebtedness;



(14)

the incurrence by any Foreign Subsidiary of Indebtedness that, in the aggregate together with all other Indebtedness of all Foreign Subsidiaries (including all Permitted Refinancing Indebtedness incurred to extend, renew, refund, refinance, replace, defease, discharge or otherwise retire for value any Indebtedness incurred pursuant to this clause (14)), does not exceed $50.0 million; and



(15)

the incurrence by NGL Energy or any of its Restricted Subsidiaries of additional Indebtedness and the issuance by NGL Energy of any Disqualified Stock, provided that, immediately after giving effect to any such incurrence or issuance, the amount of all such Indebtedness and Disqualified Stock incurred or issued pursuant to this clause (15) and then outstanding (including all Indebtedness and Disqualified Stock incurred or issued to Refinance any Indebtedness or Disqualified Stock incurred or issued pursuant to this clause (15)) does not exceed the greater of (a) $75.0 million and (b) 3.25% of the Total Assets of NGL Energy determined on the date of such incurrence.

        NGL Energy will not incur, and will not permit any Guarantor to incur, any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of NGL Energy or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the notes or the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of NGL Energy or any Guarantor solely by virtue of being unsecured or by virtue of being secured on a junior priority basis.

        For purposes of determining compliance with this "Incurrence of Indebtedness and Issuance of Preferred Stock" covenant, in the event that an item of Indebtedness (including Acquired Debt) meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (15) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, NGL Energy will be permitted in its sole discretion to divide, redivide, classify or reclassify such item of Indebtedness on the date of its incurrence, and later divide, redivide, classify or reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which notes are first issued and authenticated under the indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest or preferred stock dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of any obligation of NGL Energy or any Restricted Subsidiary as Indebtedness due to a change in accounting principles, and the payment of dividends on preferred stock or Disqualified Stock in the form of additional shares of the same class of preferred stock or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock or Disqualified Stock for purposes of

42

this covenant; provided that, in each such case, the amount thereof is included in Fixed Charges of NGL Energy as accrued to the extent required by the definition of such term.

        For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that NGL Energy or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. The principal amount of any Permitted Refinancing Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

Liens

        NGL Energy will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) securing Indebtedness upon any of their property or assets, now owned or hereafter acquired, unless the notes or any Note Guarantee are secured on an equal and ratable basis with the Indebtedness so secured until such time as such Indebtedness is no longer secured by a Lien (other than a Permitted Lien).

        Any Lien securing the notes or Note Guarantees created pursuant to the preceding paragraph shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the unconditional release and discharge of the initial Lien whose existence resulted in the creation of such Lien securing the notes or Note Guarantees.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

        NGL Energy will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1)

pay dividends or make any other distributions on its Capital Stock to NGL Energy or any of its Restricted Subsidiaries, or pay any Indebtedness owed to NGL Energy or any of its Restricted Subsidiaries; provided that the priority that any series of preferred stock of a Restricted Subsidiary has in receiving dividends or liquidating distributions before dividends or liquidating distributions are paid in respect of common stock of such Restricted Subsidiary shall not constitute a restriction on the ability to make dividends or distributions on Capital Stock for purposes of this covenant;



(2)

make loans or advances to NGL Energy or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to NGL Energy or any such Restricted Subsidiary to other Indebtedness incurred by NGL Energy or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances); or

43

(3)

sell, lease or transfer any of its properties or assets to NGL Energy or any of its Restricted Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1)

agreements governing the Credit Agreement, any Existing Indebtedness or any Credit Facilities or any other agreements or instruments, in each case as in effect on the Issue Date and any amendments, restatements, modifications, renewals, extensions, increases, supplements, refundings, replacements or refinancings of those agreements or the Indebtedness to which they relate; provided that the encumbrances or restrictions contained in the amendments, restatements, modifications, renewals, extensions, increases, supplements, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Financial Officer of the General Partner, not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date;



(2)

the indenture, the notes and the Note Guarantees;



(3)

agreements governing other Indebtedness permitted to be incurred under the provisions of the covenant described above under the caption "—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the encumbrances or restrictions therein are, in the reasonable good faith judgment of the Chief Financial Officer of the General Partner, not materially more restrictive, taken as a whole, than the provisions contained in the Credit Agreement and in the indenture as in effect on the Issue Date;



(4)

the issuance of preferred stock by a Restricted Subsidiary or the payment of dividends thereon in accordance with the terms thereof; provided that issuance of such preferred stock is permitted pursuant to the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock" and the terms of such preferred stock do not expressly restrict the ability of a Restricted Subsidiary to pay dividends or make any other distributions on its Capital Stock (other than requirements to pay dividends or liquidation preferences on such preferred stock prior to paying any dividends or making any other distributions on such other Capital Stock);



(5)

applicable law, rule, regulation, order, approval, license, permit or similar restriction;



(6)

any instrument governing Indebtedness or Capital Stock of a Person acquired by NGL Energy or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and any amendments, restatements, modifications, renewals, extensions, increases, supplements, refundings, replacements or refinancings thereof; provided that, the encumbrances or restrictions contained in any such amendments, restatements, modifications, renewals, extensions, increases, supplements, refundings, replacements or refinancings are, in the reasonable good faith judgment of the Chief Financial Officer of the General Partner, not materially more restrictive, taken as a whole, than those in effect on the date of the acquisition; provided, further, that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;



(7)

customary non-assignment provisions in contracts or licenses, easements or leases, in each case, entered into in the ordinary course of business;

44

(8)

purchase money obligations, security agreements or mortgage financings for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph;



(9)

any agreement for the sale or other disposition of the Equity Interests in, or all or substantially all of the properties or assets of, a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;



(10)

Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;



(11)

Liens permitted to be incurred under the provisions of the covenant described above under the caption "—Covenants—Liens" that limit the right of the debtor to dispose of the assets subject to such Liens;



(12)

provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of NGL Energy's Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;



(13)

any instrument governing Indebtedness of a FERC Subsidiary; provided that such Indebtedness was otherwise permitted by the terms of the indenture to be incurred;



(14)

encumbrances or restrictions on cash, Cash Equivalents or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;



(15)

any agreement or instrument relating to any property or assets acquired after the Issue Date, so long as such encumbrance or restriction relates only to the property or assets so acquired and is not and was not created in anticipation of such acquisition;



(16)

Hedging Obligations permitted from time to time under the indenture; and



(17)

Indebtedness incurred or Capital Stock issued by any Restricted Subsidiary; provided that the restrictions contained in the agreements or instruments governing such Indebtedness or Capital Stock (a) apply only in the event of a payment default or a default with respect to a financial covenant in such agreement or instrument or (b) will not materially affect NGL Energy's ability to make principal, interest and premium, if any, on the notes, as determined in the reasonable good faith judgment of the Chief Executive Officer and the Chief Financial Officer of the General Partner.

Merger, Consolidation or Sale of Assets

        Neither of the Issuers may (1) consolidate or merge with or into another Person (regardless of whether such Issuer is the surviving entity), or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to another Person, unless:

(1)

either: (a) such Issuer is the surviving entity; or (b) the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a Person organized or existing under the laws of the United States, any state of the United States or the District of Columbia; provided, however, that Finance Corp. may not consolidate or merge with or into

45

any Person other than a corporation satisfying such requirement so long as NGL Energy is not a corporation;

(2)

the Person formed by or surviving any such consolidation or merger (if other than such Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of such Issuer under the notes and the indenture (and the Registration Rights Agreement, if any obligations thereunder remain unsatisfied) pursuant to a supplemental indenture or other agreement reasonably satisfactory to the trustee;



(3)

immediately after such transaction, no Default or Event of Default exists;



(4)

in the case of a transaction involving NGL Energy and not Finance Corp., immediately after giving effect to such transaction and any related financing transaction on a pro forma basis as if the same had occurred at the beginning of the applicable four-quarter period, either (a) NGL Energy or the Person formed by or surviving any such consolidation or merger (if other than NGL Energy), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption "—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock," or (b) the Fixed Charge Coverage Ratio of NGL Energy or the Person formed by or surviving any such consolidation or merger (if other than NGL Energy), or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made, is equal to or greater than the Fixed Charge Coverage Ratio of NGL Energy immediately prior to such transaction; and



(5)

such Issuer has delivered to the trustee an Officers' Certificate and an opinion of counsel, each stating that such consolidation, merger or disposition and, if a supplemental indenture is required, such supplemental indenture, comply with the indenture.

        Notwithstanding the restrictions described in the foregoing clause (4), any Restricted Subsidiary (other than Finance Corp.) may consolidate with, merge into or dispose of all or part of its properties or assets to NGL Energy without complying with the preceding clause (4) in connection with any such consolidation, merger or disposition.

        Notwithstanding the second preceding paragraph, NGL Energy is permitted to reorganize as any other form of entity, provided that:

(1)

the reorganization involves the conversion (by merger, sale, contribution or exchange of assets or otherwise) of NGL Energy into a form of entity other than a limited partnership formed under Delaware law;



(2)

the entity so formed by or resulting from such reorganization is an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia;



(3)

the entity so formed by or resulting from such reorganization assumes all the obligations of NGL Energy under the notes and the indenture (and the Registration Rights Agreement, if any obligations thereunder remain unsatisfied) pursuant to a supplemental indenture or other agreement in a form reasonably satisfactory to the trustee;



(4)

immediately after such reorganization no Default or Event of Default exists; and



(5)

such reorganization is not materially adverse to the holders or Beneficial Owners of the notes (for purposes of this clause (5), a reorganization will not be considered materially adverse to the holders or Beneficial Owners of the notes solely because the successor or survivor of such reorganization (a) is subject to federal or state income taxation as an entity or (b) is

46

considered to be an "includible corporation" of an affiliated group of corporations within the meaning of Section 1504(b) of the Internal Revenue Code or any similar state or local law).

        For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries, which properties or assets, if held by NGL Energy instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties or assets of NGL Energy on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties or assets of NGL Energy.

        Notwithstanding anything in the indenture to the contrary, in the event that NGL Energy becomes a corporation or NGL Energy or the Person formed by or surviving any consolidation or merger (permitted in accordance with the terms of the indenture) is a corporation, Finance Corp. may be merged into NGL Energy or it may be dissolved and cease to be an Issuer.

        Upon any consolidation or merger or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties or assets of an Issuer in accordance with the foregoing in which such Issuer is not the surviving entity, the surviving Person formed by such consolidation or into or with which such Issuer is merged or to which such sale, assignment, transfer, conveyance, lease or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, such Issuer under the indenture with the same effect as if such surviving Person had been named as such Issuer in the indenture, and thereafter (except in the case of a lease of all or substantially all of such Issuer's properties or assets), such Issuer will be relieved of all obligations and covenants under the indenture and the notes.

        Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve "all or substantially all" of the properties or assets of a Person.

Transactions with Affiliates

        NGL Energy will not, and will not permit any of its Restricted Subsidiaries to, make any payment to or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of NGL Energy (each, an "Affiliate Transaction"), unless:

(1)

the Affiliate Transaction is on terms that are no less favorable to NGL Energy or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by NGL Energy or such Restricted Subsidiary with an unrelated Person or, if in the good faith judgment of the Board of Directors of NGL Energy, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to NGL Energy or the relevant Restricted Subsidiary from a financial point of view; and



(2)

NGL Energy delivers to the trustee:



(a)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million but less than or equal to $40.0 million, an Officers' Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this covenant; and



(b)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $40.0 million, a resolution of the Board of Directors of NGL Energy set forth in an Officers' Certificate certifying that such Affiliate

47

Transaction or series of related Affiliate Transactions complies with this covenant and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by either the Conflicts Committee of the Board of Directors of NGL Energy (so long as the members of the Conflicts Committee approving the Affiliate Transaction or series of related Affiliate Transactions are disinterested) or a majority of the disinterested members of the Board of Directors of NGL Energy, if any.

        The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1)

any employment, consulting or similar agreement or arrangement, employee benefit plan, equity award, equity option, equity appreciation, officer or director indemnification agreement, restricted unit agreement, severance agreement or other compensation plan or arrangement entered into by the General Partner, NGL Energy or any of its Restricted Subsidiaries in the ordinary course of business and payments, awards, grants or issuances of securities made pursuant thereto;



(2)

transactions between or among NGL Energy and/or its Restricted Subsidiaries;



(3)

transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of NGL Energy solely because NGL Energy owns, directly or through a Subsidiary, an Equity Interest in, or controls, such Person;



(4)

payment of reasonable fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of, and compensation paid to, and indemnity or insurance provided on behalf of, officers, directors, employees or consultants of the General Partner, NGL Energy or any of its Restricted Subsidiaries, including, but not limited to, reimbursement or advancement of out-of-pocket expenses and provisions of officers' and directors' liability insurance;



(5)

any issuance of Equity Interests (other than Disqualified Stock) to, or receipt of capital contributions from, Affiliates of NGL Energy;



(6)

Restricted Payments that do not violate the provisions of the indenture described above under the caption "—Covenants—Restricted Payments" or any Permitted Investments;



(7)

payments to the General Partner with respect to reimbursement for expenses in accordance with the Partnership Agreement as in effect on the Issue Date and as it may be amended, provided that any such amendment is not less favorable to NGL Energy in any material respect than the agreement prior to such amendment;



(8)

transactions between NGL Energy or any of its Restricted Subsidiaries and any other Person, a director of which is also on the Board of Directors of NGL Energy, and such common director is the sole cause for such other Person to be deemed an Affiliate of NGL Energy or any of its Restricted Subsidiaries; provided, however, that such director abstains from voting as a member of the Board of Directors of NGL Energy on any transaction with such other Person;



(9)

(a) guarantees by NGL Energy or any of its Restricted Subsidiaries of performance of obligations of Unrestricted Subsidiaries in the ordinary course of business, except for guarantees of Indebtedness in respect of borrowed money, and (b) pledges by NGL Energy or any of its Restricted Subsidiaries of Equity Interests in Unrestricted Subsidiaries for the benefit of lenders or other creditors of Unrestricted Subsidiaries;

48

(10)

payments to an Affiliate in respect of the notes or the Note Guarantees or any other Indebtedness of NGL Energy or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates;



(11)

payment of loans or advances to employees not to exceed $5.0 million in the aggregate at any one time outstanding;



(12)

any Affiliate Transaction with a Person in its capacity as a holder of Indebtedness or Capital Stock of NGL Energy or any Restricted Subsidiary if such Person is treated no more favorably than the other holders of Indebtedness or Capital Stock of NGL Energy or such Restricted Subsidiary;



(13)

transactions with Unrestricted Subsidiaries, customers, clients, suppliers or purchasers or sellers of goods or services, or lessors or lessees of property, in each case in the ordinary course of business and otherwise in compliance with the terms of the indenture which are, in the aggregate (taking into account all the costs and benefits associated with such transactions), not materially less favorable to NGL Energy and its Restricted Subsidiaries than those that would have been obtained in a comparable transaction by NGL Energy or such Restricted Subsidiary with an unrelated person, in the good faith determination of NGL Energy's Board of Directors or any officer of NGL Energy involved in or otherwise familiar with such transaction, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;



(14)

any transaction in which NGL Energy or any of its Restricted Subsidiaries, as the case may be, delivers to the trustee a letter from an accounting, appraisal, advisory or investment banking firm of national standing stating that such transaction is fair to NGL Energy or such Restricted Subsidiary from a financial point of view or that such transaction meets the requirements of clause (1) of the preceding paragraph; and



(15)

in the case of contracts for gathering, transporting, treating, processing, marketing, distributing, storing or otherwise handling Hydrocarbons, or activities or services reasonably related or ancillary thereto, or other operational contracts, any such contracts that are entered into in the ordinary course of business on terms substantially similar to those contained in similar contracts entered into by NGL Energy or any of its Restricted Subsidiaries and third parties, or if neither NGL Energy nor any of its Restricted Subsidiaries has entered into a similar contract with a third party, then the terms of which are no less favorable than those available from third parties on an arm's-length basis.

Business Activities of Finance Corp.

        Finance Corp. will not hold any material assets, become liable for any material obligations, engage in any trade or business, or conduct any business activity, other than the issuance of capital stock to NGL Energy, the incurrence of Indebtedness as a co-issuer, co-obligor or guarantor of Indebtedness incurred by NGL Energy (including without limitation the notes) that is permitted to be incurred by NGL Energy under the covenant described under "—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" above, and activities incidental thereto.

Additional Note Guarantees

        If, on any date after the Issue Date, any Domestic Subsidiary that is not already a Guarantor, Guarantees (or otherwise becomes liable for) any Obligations under any Credit Facility, including the Credit Agreement, then, within 20 Business Days after such date, such Domestic Subsidiary will unconditionally Guarantee the notes and concurrently become a Guarantor by executing a supplemental indenture in substantially the form specified in the indenture. Each Note Guarantee of a

49

Guarantor will be released automatically at such time as such Guarantor is discharged or otherwise released from all its Obligations in respect of its Guarantee of (or other liability for) any Obligations under any Credit Facility; provided that such discharge or other release did not result directly from payment by such Guarantor in satisfaction of (a) its liability as a guarantor pursuant to such Guarantee, or (b) its primary liability for such Obligations (after demand or default under such Credit Facility). Furthermore, each Note Guarantee shall be subject to release as described under "—Note Guarantees."

Designation of Restricted and Unrestricted Subsidiaries

        The Board of Directors of NGL Energy may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by NGL Energy and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the covenant described above under the caption "—Covenants—Restricted Payments" or under one or more clauses of the definition of Permitted Investments, as determined by NGL Energy. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of NGL Energy may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

        Any designation of a Subsidiary of NGL Energy as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of a resolution of the Board of Directors of NGL Energy giving effect to such designation and an Officers' Certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption "—Covenants—Restricted Payments." If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," NGL Energy will be in default of such covenant.

        The Board of Directors of NGL Energy may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if: (1) such Indebtedness is permitted under the covenant described under the caption "—Incurrence of Indebtedness and Issuance of Preferred Stock," calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation.

Reports

        Regardless of whether required by the rules and regulations of the SEC, so long as any notes are outstanding, NGL Energy will file with the SEC (unless the SEC will not accept such a filing) within the time periods specified in the SEC's rules and regulations, and upon request, NGL Energy will furnish (without exhibits) to the trustee for delivery to the holders of the notes:

(1)

all quarterly and annual reports that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if NGL Energy were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations"

50

and, with respect to the annual information only, a report thereon by NGL Energy's certified independent accountants; and

(2)

all current reports that would be required to be filed with the SEC on Form 8-K if NGL Energy were required to file such reports.

        NGL Energy will be deemed to have furnished such reports and information described above to the holders of Notes (and the trustee shall be deemed to have delivered such reports and information to the holders of the notes) if NGL Energy has filed such reports or information, respectively, with the SEC using the EDGAR filing system (or any successor filing system of the SEC) or, if the SEC will not accept such reports or information, if NGL Energy has posted such reports or information, respectively, on its website, and such reports or information, respectively, are available to holders of notes through internet access.

        For the avoidance of doubt, (a) such information will not be required to contain the separate financial information for Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned Persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions, and (b) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein.

        Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.

        If NGL Energy has designated any of its Subsidiaries as Unrestricted Subsidiaries, then, to the extent material, the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of NGL Energy and its Restricted Subsidiaries separate from the financial condition and results of operations of its Unrestricted Subsidiaries.

        Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any financial information required by this covenant shall be deemed cured (and NGL Energy shall be deemed to be in compliance with this covenant) upon furnishing such financial information as contemplated by this covenant (but without regard to the date on which such financial statement or report is so furnished); provided that such cure shall not otherwise affect the rights of the holders under "—Events of Defaults and Remedies" if the principal of, premium, if any, on, and interest, if any, on, the notes have been accelerated in accordance with the terms of the indenture and such acceleration has not been rescinded or cancelled prior to such cure.

        In addition, NGL Energy will hold and participate in annual conference calls with the holders of the notes, beneficial owners of the notes, bona fide prospective investors, securities analysts and market makers to discuss the financial information required to be furnished pursuant to clause (1) above no later than ten Business Days after distribution of such financial information. NGL Energy shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders.

        In addition, NGL Energy and the Guarantors agree that, for so long as any notes remain outstanding, if at any time they are not required to file with the SEC the reports required by the preceding paragraphs, they will furnish to the holders of notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

51

Events of Default and Remedies

        Each of the following is an "Event of Default" with respect to the notes:

(1)

default for 30 days in the payment when due of interest on the notes;



(2)

default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the notes;



(3)

failure by NGL Energy to comply with its obligations under "—Covenants—Merger, Consolidation or Sale of Substantially All Assets" or to consummate a purchase of notes when required pursuant to the covenants described under the caption "—Repurchase at the Option of Holders";



(4)

failure by NGL Energy or any of its Restricted Subsidiaries for 30 days after written notice from the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding notes to comply with the provisions described under the captions "—Covenants—Restricted Payments" or "—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" or to comply with the provisions described under the captions "—Repurchase at the Option of Holders" to the extent not described in clause (3) above;



(5)

(a) except as addressed in subclause (b) of this clause (5), failure by NGL Energy or any of its Restricted Subsidiaries for 60 days after written notice from the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding notes to comply with any of the other agreements in the indenture or the notes or (b) failure by NGL Energy for 180 days after notice from the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding notes to comply with the covenant described under the caption "—Covenants—Reports";



(6)

default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by NGL Energy or any of its Restricted Subsidiaries (or the payment of which is guaranteed by NGL Energy or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:



(a)

is caused by a failure to pay principal of, premium on, if any, or interest, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"); or



(b)

results in the acceleration of such Indebtedness prior to its Stated Maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $30.0 million or more; provided that if, prior to any acceleration of the notes, (i) any such default is cured or waived, (ii) any such acceleration of such Indebtedness is rescinded, or (iii) such Indebtedness is repaid, within a period of 10 Business Days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, any Default or Event of Default (but not any acceleration of the notes) shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree;



(7)

failure by NGL Energy or any Significant Subsidiary or group of NGL Energy's Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for NGL Energy and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments (entered by a court or courts of competent jurisdiction) aggregating in excess of $30.0 million (net of any amounts that a reputable and creditworthy insurance company has

52

acknowledged liability for in writing), which judgments are not paid, discharged or stayed for a period of 60 days;

(8)

except as permitted by the indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee, except, in each case, by reason of the release of such Note Guarantee in accordance with the indenture; and



(9)

certain events of bankruptcy or insolvency described in the indenture with respect to NGL Energy, Finance Corp. or any of NGL Energy's Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

        The indenture will provide that in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to NGL Energy, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all principal of, and accrued but unpaid interest on, all outstanding notes will become due and payable immediately without further action or notice. However, the effect of such provision may be limited by applicable law. If any other Event of Default occurs and is continuing, the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding notes may declare all principal of, and accrued but unpaid interest on, all the outstanding notes to be due and payable immediately, by notice in writing to NGL Energy and, in the case of a notice by holders, also to the trustee specifying the respective Event of Default and that it is a notice of acceleration.

        Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from holders of the notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium, if any.

        Subject to the provisions of the indenture relating to the duties of the trustee, in case an Event of Default occurs and is continuing, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any holders of notes unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest, when due, no holder of a note may pursue any remedy with respect to the indenture or the notes unless:

(1)

such holder has previously given the trustee written notice that an Event of Default is continuing;



(2)

holders of at least 25% in aggregate principal amount of the then outstanding notes make a written request to the trustee to pursue the remedy;



(3)

such holder or holders offer and provide to the trustee security or indemnity reasonably satisfactory to the trustee against any loss, liability or expense;



(4)

the trustee does not comply with such request within 60 days after receipt of the request and the offer of security or indemnity; and



(5)

during such 60-day period, holders of a majority in aggregate principal amount of the then outstanding notes do not give the trustee a direction inconsistent with such request.

        The holders of a majority in aggregate principal amount of the then outstanding notes by written notice to the trustee may, on behalf of the holders of all of the notes, rescind an acceleration or waive

53

any existing Default or Event of Default and its consequences under the indenture, if the rescission would not violate any judgment or decree, except a continuing Default or Event of Default, in the payment of interest or premium, if any, on, or the principal of, the notes.

        The Issuers are required to deliver to the trustee annually a statement regarding compliance with the indenture. Within five Business Days of any executive officer of the General Partner or Finance Corp. becoming aware of any Default or Event of Default, the Issuers will be required to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Unitholders and No Recourse to General Partner

        None of the General Partner or any director, officer, partner, employee, incorporator, manager, 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 the Guarantors under the notes, the indenture, the Note 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. The waiver may not be effective to waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

        The Issuers may at any time, at the option of their respective Board of Directors evidenced by a resolution set forth in an Officers' Certificate, elect to have all of their obligations discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their Note Guarantees ("Legal Defeasance") except for:

(1)

the rights of holders of outstanding notes to receive payments in respect of the principal of, or interest or premium if any, on such notes when such payments are due from the trust referred to below;



(2)

the Issuers' obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;



(3)

the rights, powers, trusts, duties and immunities of the trustee under the indenture, and the Issuers' and the Guarantors' obligations in connection therewith; and



(4)

the Legal Defeasance provisions of the indenture.

        In addition, the Issuers may, at their option and at any time, elect to have their obligations and the obligations of the Guarantors released with respect to the provisions of the indenture described above under "—Repurchase at the Option of Holders" and under "—Covenants" (other than the covenant described under "—Covenants—Merger, Consolidation or Sale of Assets," except to the extent described below) and the limitation imposed by clause (4) under "—Covenants—Merger, Consolidation or Sale of Assets" (such release and termination being referred to as "Covenant Defeasance"), and thereafter any failure to comply with such obligations or provisions will not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, the Events of Default described under clauses (3) through (7) under the caption "—Events of Default and Remedies" and the Event of Default described under clause (9) under the caption "—Events of Default and Remedies" (but only with respect to Subsidiaries of NGL Energy), in each case, will no longer constitute an Event of Default with respect to the notes. If the Issuers exercise either their Legal Defeasance or Covenant Defeasance option, each Guarantor will be released and relieved of any Obligations under the indenture, including its Obligations in respect of its Subsidiary Guarantee.

54

        In order to exercise either Legal Defeasance or Covenant Defeasance:

(1)

The Issuers must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, on the outstanding notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the notes are being defeased to such stated date for payment or to a particular redemption date;



(2)

in the case of Legal Defeasance, the Issuers must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;



(3)

in the case of Covenant Defeasance, the Issuers must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;



(4)

no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings);



(5)

such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Issuers or any of the Guarantors is a party or by which the Issuers or any of the Guarantors is bound;



(6)

the Issuers must deliver to the trustee an Officers' Certificate stating that the deposit was not made by the Issuers with the intent of preferring the holders of notes over the other creditors of the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or others;



(7)

NGL Energy must deliver to the trustee an Officers' Certificate, stating that all conditions precedent set forth in clauses (1) through (6) of this paragraph have been complied with; and



(8)

NGL Energy must deliver to the trustee an opinion of counsel, stating that all conditions precedent set forth in clauses (2), (3) and (5) of this paragraph have been complied with.

Amendment, Supplement and Waiver

        Except as provided in the next three succeeding paragraphs, the indenture or the notes or the Note Guarantees may be amended or supplemented with the consent of the holders of at least a majority in aggregate principal amount of the then outstanding notes (including, without limitation, additional notes, if any) voting as a single class (including, without limitation, consents obtained in

55

connection with a tender offer or exchange offer for, or purchase of, the notes), and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, interest or Special Interest, if any, on, the notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the indenture or the notes or the Note Guarantees may be waived with the consent of the holders of a majority in aggregate principal amount of the then outstanding notes (including, without limitation, additional notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

        Without the consent of each holder of notes affected, an amendment, supplement or waiver may not (with respect to any notes held by a non-consenting holder):

(1)

reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;



(2)

reduce the principal of or change the fixed maturity of any note or alter or waive any of the provisions with respect to the redemption of the notes; provided, however, that any purchase or repurchase of notes, including pursuant to the covenants described above under the caption "—Repurchase at the Option of Holders," shall not be deemed a redemption of the notes;



(3)

reduce the rate of or change the time for payment of interest, including default interest, on any note;



(4)

waive a Default or Event of Default in the payment of principal of, or interest or premium, or Liquidated Damages, if any, on the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the then outstanding notes and a waiver of the payment default that resulted from such acceleration);



(5)

make any note payable in currency other than that stated in the notes;



(6)

make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on the notes;



(7)

waive a redemption payment with respect to any note; provided, however, that any purchase or repurchase of notes, including pursuant to the covenants described above under the caption "—Repurchase at the Option of Holders," shall not be deemed a redemption of the notes;



(8)

release any Guarantor from any of its obligations under its Note Guarantee or the indenture, except in accordance with the terms of the indenture; or



(9)

make any change in the preceding amendment, supplement and waiver provisions.

        Notwithstanding the preceding, without the consent of any holder of notes, the Issuers, the Guarantors and the trustee may amend or supplement the indenture, the notes or the Note Guarantees:

(1)

to cure any ambiguity, defect or inconsistency;



(2)

to provide for uncertificated notes in addition to or in place of certificated notes;



(3)

to provide for the assumption of an Issuer's or a Guarantor's obligations to holders of notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of such Issuer's or Guarantor's properties or assets, as applicable;



(4)

to make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the indenture of any holder;

56

(5)

to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;



(6)

to conform the text of the indenture or the notes to any provision of this Description of Notes to the extent that such provision in this Description of Notes was intended to be a verbatim recitation of a provision of the indenture, the notes or the Note Guarantees;



(7)

to provide for the issuance of additional notes in accordance with the limitations set forth in the indenture as of the Issue Date;



(8)

to secure the notes or the Note Guarantees;



(9)

to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided in the indenture; or



(10)

to evidence or provide for the acceptance of appointment under the indenture of a successor trustee.

        The consent of the holders is not necessary under the indenture to approve the particular form of any proposed amendment, supplement or waiver. It is sufficient if such consent approves the substance of the proposed amendment, supplement or waiver. After an amendment, supplement or waiver under the indenture requiring the approval of the holders becomes effective, NGL Energy will send to the holders a notice briefly describing the amendment, supplement or waiver. However, the failure to give such notice, or any defect in the notice, will not impair or affect the validity of the amendment, supplement or waiver.

Satisfaction and Discharge

        The indenture will be satisfied and discharged and will cease to be of further effect as to all notes issued thereunder (except as to surviving rights of registration of transfer or exchange of the notes and as otherwise specified in the indenture), when:

(1)

either:



(a)

all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to the Issuers, have been delivered to the trustee for cancellation; or



(b)

all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the sending of a notice of redemption or otherwise or will become due and payable within one year and either an Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the notes not delivered to the trustee for cancellation for principal of, or interest and premium, if any, on the notes to the date of maturity or redemption;



(2)

in respect of clause 1(b), no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which either Issuer or any Guarantor is a party or by which either Issuer or any Guarantor is bound (other than with respect to the borrowing of funds to be

57

applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings);

(3)

the Issuers or any Guarantor have paid or caused to be paid all sums payable by them under the indenture; and



(4)

the Issuers have delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or on the redemption date, as the case may be.

        In addition, the Issuers must deliver (a) an Officers' Certificate, stating that all conditions precedent set forth in clauses (1) through (4) above have been satisfied and (b) an opinion of counsel, stating that the condition precedent set forth in clause (4) above has been satisfied.

Concerning the Trustee

        U.S. Bank National Association is the trustee under the indenture.

        If the trustee becomes a creditor of either Issuer or any Guarantor, the indenture limits the right of the trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee (if the indenture has been qualified under the Trust Indenture Act) or resign.

        The holders of a majority in aggregate principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default has occurred and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless such holder has offered to the trustee reasonable indemnity or security satisfactory to it against any loss, liability or expense.

Governing Law

        The indenture, the notes and the Note Guarantees will be governed by, and construed in accordance with, the laws of the State of New York.

Book-Entry, Delivery and Form

        The new notes will be issued initially only in the form of one or more global notes (collectively, the "Global Notes"). The Global Notes will be deposited upon issuance with the trustee as custodian for The Depository Trust Company ("DTC"), in New York, New York, and registered in the name of DTC's nominee, Cede & Co., in each case for credit to an account of a direct or indirect participant in DTC as described below. Beneficial interests in the Global Notes may be held through the Euroclear System ("Euroclear") and Clearstream Banking, S.A. ("Clearstream") (as indirect participants in DTC).

        The Global Notes may be transferred, in whole but not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in registered, certificated form ("Certificated Notes") except in the limited circumstances described below. See "—Exchange of Global Notes for Certificated Notes."

58

        In addition, transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Depository Procedures

        The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. The Issuers take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

        DTC has advised the Issuers that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

        DTC has also advised the Issuers that, pursuant to procedures established by it:

(1)

upon deposit of the Global Notes, DTC will credit the accounts of the Participants designated by the initial purchasers with portions of the principal amount of the Global Notes; and



(2)

ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the Global Notes).

Except as described below, beneficial owners of interests in the Global Notes will not have notes registered in their names, will not receive physical delivery of Certificated Notes and will not be considered the registered owners or "holders" thereof under the indenture for any purpose.

        Payments in respect of the principal of, and interest and premium, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, the Issuers, the Guarantors and the trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither the Issuers, the Guarantors, the trustee nor any agent of the Issuers, the Guarantors or the trustee has or will have any responsibility or liability for:

(1)

any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Notes; or



(2)

any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

        DTC has advised the Issuers that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant

59

Participants with the payment on the payment date unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the trustee, the Issuers or the Guarantors. None of the Issuers, the Guarantors nor the trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the notes, and the Issuers, the Guarantors and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        Subject to the transfer restrictions set forth under "Notice to Investors," transfers between the Participants will be effected in accordance with DTC's procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

        Subject to compliance with the transfer restrictions applicable to the notes described herein, cross-market transfers between the Participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by their respective depositaries; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream.

        DTC has advised the Issuers that it will take any action permitted to be taken by a holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for Certificated Notes, and to distribute such notes to its Participants.

Exchange of Global Notes for Certificated Notes

        A Global Note is exchangeable for Certificated Notes if:

(1)

DTC (a) notifies the Issuers that it is unwilling or unable to continue as depositary for the Global Note or (b) has ceased to be a clearing agency registered under the Exchange Act, and in either case the Issuers fail to appoint a successor depositary;



(2)

the Issuers, at their option, notify the trustee in writing that they elect to cause the issuance of Certificated Notes; provided that in no event shall the Regulation S Temporary Global Note be exchanged for Certificated Notes prior to (a) the expiration of the Restricted Period and (b) the receipt of any certificates required under the provisions of Regulation S; or



(3)

there has occurred and is continuing an Event of Default with respect to the notes and DTC notifies the trustee of its decision to exchange the Global Notes for Certificated Notes.

        In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global

60

Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend referred to in "Notice to Investors," unless that legend is not required by applicable law.

Exchange of Certificated Notes for Global Notes

        Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the trustee a written certificate (in the form provided in the indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such notes. See "Notice to Investors."

Certifications by Holders of the Regulation S Temporary Global Notes

        A holder of a beneficial interest in the Regulation S Temporary Global Notes must provide Euroclear or Clearstream, as the case may be, with a certificate in the form required by the indenture certifying that the beneficial owner of the interest in the Regulation S Temporary Global Note is either a non-U.S. person or a U.S. person that has purchased such interest in a transaction that is exempt from the registration requirements under the Securities Act, and Euroclear or Clearstream, as the case may be, must provide to the trustee (or the paying agent if other than the trustee) a certificate in the form required by the indenture, prior to any exchange of such beneficial interest for a beneficial interest in the Regulation S Permanent Global Notes.

Same Day Settlement and Payment

        The Issuers will make payments in respect of the notes represented by the Global Notes (including principal, premium, if any, and interest) by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. The Issuers will make all payments of principal, interest and premium, if any, with respect to Certificated Notes in the manner described above under "—Methods of Receiving Payments on the Notes." The notes represented by the Global Notes are expected to trade in DTC's Same - Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. The Issuers expect that secondary trading in any Certificated Notes will also be settled in immediately available funds.

        Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised the Issuers that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.

Definitions

        "Acquired Debt" means, with respect to any specified Person:

(1)

Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, regardless of whether such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person, but excluding Indebtedness

61

which is extinguished, retired or repaid in connection with such Person merging with or into or becoming a Subsidiary of such specified Person; and

(2)

Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

        "Additional Assets" means:

(1)

any property or assets (other than Indebtedness and Capital Stock) to be used by NGL Energy or a Restricted Subsidiary in a Permitted Business;



(2)

the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by NGL Energy or another Restricted Subsidiary; or



(3)

outstanding Capital Stock of any Restricted Subsidiary held by Persons other than Affiliates; provided that all the Capital Stock of such Restricted Subsidiary held by NGL Energy or any other Restricted Subsidiaries shall entitle NGL Energy or such other Restricted Subsidiary to not less than a pro rata portion of all dividends or other distributions made by such Restricted Subsidiary upon any of such Capital Stock;

provided, however, that, in the case of clauses (2) and (3), such Restricted Subsidiary is primarily engaged in a Permitted Business.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings.

        "Asset Sale" means:

(1)

the sale, lease, conveyance or other disposition of any assets or rights by NGL Energy or any of NGL Energy's Restricted Subsidiaries; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of NGL Energy and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the indenture described above under the caption "—Repurchase at the Option of Holders—Change of Control" and/or the provisions of the indenture described above under the caption "—Covenants—Merger, Consolidation or Sale of Assets" and not by the provisions of the Asset Sale covenant; and



(2)

the issuance of Equity Interests by any of NGL Energy's Restricted Subsidiaries or the sale by NGL Energy or any of NGL Energy's Restricted Subsidiaries of Equity Interests in any of NGL Energy's Restricted Subsidiaries (other than, in each case, directors' qualifying shares or Equity Interests required by applicable law to be held by a Person other than NGL Energy or any of NGL Energy's Restricted Subsidiaries).

        Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1)

any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $20.0 million;



(2)

a transfer of assets between or among NGL Energy and its Restricted Subsidiaries;



(3)

an issuance or sale of Equity Interests by a Restricted Subsidiary to NGL Energy or to a Restricted Subsidiary;

62

(4)

the sale, lease or other disposition of equipment, inventory, products, services, accounts receivable or other assets in the ordinary course of business (including in connection with any compromise, settlement or collection of accounts receivable), and any sale or other disposition of damaged, worn-out or obsolete assets or assets that are no longer useful in the conduct of the business of NGL Energy and its Restricted Subsidiaries (including the abandonment or other disposition of intellectual property that is, in the reasonable judgment of NGL Energy, no longer economically practicable to maintain or useful in the conduct of the business of NGL Energy and its Restricted Subsidiaries taken as whole);



(5)

licenses and sublicenses by NGL Energy or any of its Restricted Subsidiaries of software or intellectual property in the ordinary course of business;



(6)

any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims of any kind;



(7)

the creation or perfection of a Lien not prohibited by the covenant described above under the caption "—Covenants—Liens," including a Permitted Lien and the exercise by any Person in whose favor a Permitted Lien is granted of any of its rights in respect of that Permitted Lien;



(8)

the sale or other disposition of cash or Cash Equivalents;



(9)

the sale or other disposition of Hedging Obligations or other financial instruments in the ordinary course of business;



(10)

(a) a Restricted Payment that does not violate the covenant described above under the caption "—Covenants—Restricted Payments," including, without limitation, the issuance or sale of Equity Interests or the sale, lease or other disposition of products, services, equipment, inventory, accounts receivable or other assets pursuant to any such Restricted Payment, or (b) the consummation of a Permitted Investment, including, without limitation, unwinding any Hedging Obligations, and including the issuance or sale of Equity Interests or the sale, lease or other disposition of products, services, equipment, inventory, accounts receivable or other assets pursuant to any such Permitted Investment;



(11)

the issuance, sale or other disposition of Equity Interests of an Unrestricted Subsidiary; and



(12)

any trade or exchange by NGL Energy or any of its Restricted Subsidiaries of assets for properties or assets owned or held by another Person used or useful in a Permitted Business (including Capital Stock of a Person engaged primarily in a Permitted Business that is or becomes a Restricted Subsidiary); provided that (a) the assets or properties exchanged or received by NGL Energy or any of its Restricted Subsidiaries may not include cash or Cash Equivalents except for relatively minor amounts necessary in order to achieve an exchange of equivalent value and (b) the Fair Market Value of the assets traded or exchanged by NGL Energy or such Restricted Subsidiary (together with any cash or Cash Equivalents to be delivered by NGL Energy or such Restricted Subsidiary) is reasonably equivalent to the Fair Market Value of the assets (together with any cash or Cash Equivalents) to be received by NGL Energy or such Restricted Subsidiary; and provided, further, that any cash received must be applied in accordance with the provisions of the Asset Sale covenant.

        "Available Cash" has the meaning assigned to such term in the Partnership Agreement, as in effect on the Issue Date.

        "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of

63

time. The terms "Beneficially Owns" and "Beneficially Owned" have corresponding meanings. For purposes of this definition, a Person shall be deemed not to Beneficially Own securities that are the subject of a stock purchase agreement, merger agreement, amalgamation agreement, arrangement agreement or similar agreement until consummation of the transactions or, as applicable, series of related transactions contemplated thereby.

        "Board of Directors" means:

(1)

with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;



(2)

with respect to a partnership, the board of directors of the general partner of the partnership;



(3)

with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and



(4)

with respect to any other Person, the board or committee of such Person serving a similar function.

        So long as NGL Energy is organized as a limited partnership, references to its Board of Directors are to the Board of Directors of the General Partner.

        "Business Day" means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York or another place of payment are authorized or required by law to remain closed.

        "Capital Lease Obligation" means, at the time any determination is to be made, the amount of the liability in respect of a capital lease or finance lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty. Notwithstanding the foregoing, any lease (whether entered into before or after the Measuring Date) that would have been classified as an operating lease pursuant to GAAP as in effect on the Measuring Date will be deemed not to represent a Capital Lease Obligation, notwithstanding any change in GAAP that occurs after the Measuring Date.

        "Capital Stock" means:

(1)

in the case of a corporation, corporate stock;



(2)

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;



(3)

in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and



(4)

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, regardless of whether such debt securities include any right of participation with Capital Stock.

        "Cash Equivalents" means:

(1)

United States dollars;



(2)

Government Securities having maturities of not more than one year from the date of acquisition;

64

(3)

certificates of deposit, demand deposit accounts and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $250.0 million and a Thomson BankWatch Rating of "B" or better;



(4)

marketable general obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition thereof, having a credit rating of "A" or better from either S&P or Moody's;



(5)

repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2), (3) or (4) above entered into with any financial institution meeting the qualifications specified in clause (3) above;



(6)

commercial paper having one of the two highest ratings obtainable from Moody's or S&P and, in each case, maturing within one year after the date of acquisition;



(7)

money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition; and



(8)

deposits in any currency available for withdrawal on demand with any commercial bank that is organized under the laws of any country in which NGL Energy or any Restricted Subsidiary maintains its chief executive office or is engaged in a Permitted Business; provided that all such deposits are made in such accounts in the ordinary course of business.

        "Change of Control" means the occurrence of any of the following:

(1)

the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of NGL Energy and its Restricted Subsidiaries taken as a whole to any "person" (as such term is used in Sections 13(d) of the Exchange Act), other than a Permitted Holder, which occurrence is followed within 60 days thereafter by a Rating Decline;



(2)

the adoption of a plan for the liquidation or dissolution of NGL Energy;



(3)

the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" or "group" (as those terms are used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), other than a Permitted Holder, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the General Partner, measured by voting power rather than number of shares, units or the like, which occurrence is followed within 60 days thereafter by a Rating Decline; or



(4)

the removal of the General Partner by the limited partners of NGL Energy in accordance with the terms of the Partnership Agreement.

        Notwithstanding the preceding, a conversion of NGL Energy or any of its Restricted Subsidiaries from a limited partnership, corporation, limited liability company or other form of entity to a limited liability company, corporation, limited partnership or other form of entity or an exchange of all of the outstanding Equity Interests in one form of entity for Equity Interests in another form of entity shall not constitute a Change of Control, so long as following such conversion or exchange the "persons" (as that term is used in Section 13(d)(3) of the Exchange Act) who Beneficially Owned the Capital Stock of NGL Energy immediately prior to such transactions continue to Beneficially Own in the aggregate more than 50% of the Voting Stock of such entity, or continue to Beneficially Own sufficient Equity Interests in such entity or its general partner, as applicable, to elect a majority of its directors,

65

managers, trustees or other persons serving in a similar capacity for such entity or its general partner, as applicable, and, in either case, no "person," other than a Permitted Holder, Beneficially Owns more than 50% of the Voting Stock of such entity or its general partner, as applicable.

        "Consolidated Cash Flow" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1)

an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale (together with any related provision for taxes and any related non-recurring charges relating to any premium or penalty paid, write-off of deferred financing costs or other financial recapitalization charges in connection with redeeming or retiring any Indebtedness prior to its Stated Maturity), to the extent that such losses were deducted in computing such Consolidated Net Income; plus

(2)

provision for taxes based on income or profits (including state franchise taxes accounted for as income taxes in accordance with GAAP) of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus

(3)

the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(4)

depreciation, depletion, amortization, (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period), abandonment, impairment and other non-cash charges and expenses (excluding any such non-cash charge or expense to the extent that it represents an accrual of or reserve for cash charges or expenses in any future period or amortization of a prepaid cash charge or expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, depletion, amortization, impairment and other non-cash charges or expenses were deducted in computing such Consolidated Net Income; plus

(5)

all extraordinary, unusual or non-recurring expenses, including expenses related to the Fair Market Value of contingent consideration, to the extent that such extraordinary, unusual or non-recurring expenses were deducted in computing such Consolidated Net Income; minus

(6)

non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

        "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the net income (loss) of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP and without any reduction in respect of preferred stock dividends; provided that:

(1)

any gain (loss) realized upon the sale or other disposition of any property, plant or equipment of such Person or its consolidated Restricted Subsidiaries (including pursuant to any sale or leaseback transaction) which is not sold or otherwise disposed of in the ordinary course of business and any gain (loss) realized upon the sale or other disposition of any Capital Stock of any Person will be excluded;



(2)

the net income (but not loss) of any Person that is not a Restricted Subsidiary of such specified Person or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of such specified Person;

66

(3)

the net income (but not loss) of any Restricted Subsidiary of such specified Person that is not a Guarantor will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that net income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, partners or members; provided, however, that the operation of this clause (3) shall be suspended with respect to any Restricted Subsidiary that is acquired by NGL Energy or any of its Restricted Subsidiaries (regardless of whether such acquisition is effected pursuant to a merger or otherwise), but such suspension shall cease immediately after the first six months following such acquisition;



(4)

the cumulative effect of a change in accounting principles will be excluded;



(5)

any unrealized losses and gains for such period under derivative instruments included in the determination of Consolidated Net Income, including, without limitation, those resulting from the application of FASB ASC 815, will be excluded;



(6)

all non-cash equity-based compensation expense, including all non-cash charges related to restricted Equity Interests and redeemable Equity Interests granted to officers, directors and employees, will be excluded;



(7)

any charges associated with any write-down, amortization or impairment of goodwill or other tangible or intangible assets will be excluded; and



(8)

any non-cash or other charges relating to any premium or penalty paid, write off of deferred financing costs or other financial recapitalization charges in connection with redeeming or retiring any Indebtedness prior to its Stated Maturity (including, without limitation, premiums or penalties paid to counterparties in connection with the breakage, termination or unwinding of Hedging Obligations) will be excluded.

        "continuing" means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

        "Credit Agreement" means the Amended and Restated Credit Agreement, dated as of February 14, 2017, by and among NGL Energy, NGL Energy Operating LLC, as borrowers' agent, the subsidiary borrowers party thereto, the subsidiary guarantors party thereto, the lenders party thereto, Deutsche Bank AG, New York Branch, as technical agent, and Deutsche Bank Trust Company Americas, as administrative agent and as collateral agent, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time.

        "Credit Facilities" means one or more debt facilities (including, without limitation, any Credit Agreement), commercial paper facilities or secured or unsecured capital markets financings, in each case, with banks or other institutional lenders or institutional investors providing for revolving credit loans, term loans, capital market financings, private placements, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including refinancing with any capital markets transaction or otherwise by means of sales of debt securities to institutional investors) in whole or in part from time to time.

67

        "Customary Recourse Exceptions" means, with respect to any Non-Recourse Debt of an Unrestricted Subsidiary or Joint Venture, (i) Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Joint Venture owned by NGL Energy or any Restricted Subsidiary to the extent securing otherwise Non-Recourse Debt of such Unrestricted Subsidiary or Joint Venture and (ii) exclusions from the exculpation provisions with respect to such Non-Recourse Debt for the voluntary bankruptcy of such Unrestricted Subsidiary or Joint Venture, fraud, misapplication of cash, environmental claims, waste, willful destruction and other circumstances customarily excluded by lenders from exculpation provisions or included in separate indemnification agreements in non-recourse financings.

        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

        "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require NGL Energy to repurchase or redeem such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that NGL Energy may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "—Covenants—Restricted Payments." The amount of Disqualified Stock deemed to be outstanding at any time for purposes of the indenture will be the maximum amount that NGL Energy and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

        "Domestic Subsidiary" means any Restricted Subsidiary that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of NGL Energy or any Restricted Subsidiary (other than a Foreign Subsidiary).

        "Equity Interests" of any Person means Capital Stock and all warrants, options or other rights to acquire Capital Stock of such Person (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Equity Offering" means a sale of Equity Interests of NGL Energy (other than Disqualified Stock and other than to a Subsidiary of NGL Energy) made for cash on a primary basis by NGL Energy after the Issue Date.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Exchange Notes" means an issue of notes with terms identical to the notes (except that the Exchange Notes will not be subject to restrictions on transfer, registration rights or Liquidated Damages) issued in an Exchange Offer pursuant to the indenture.

        "Existing Indebtedness" means all Indebtedness of NGL Energy and its Subsidiaries (other than Indebtedness under the Credit Agreement, the notes or the Note Guarantees) in existence on the Issue Date, until such amounts are repaid.

        "Fair Market Value" means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good

68

faith by the Board of Directors of NGL Energy in the case of amounts of $40.0 million or more and otherwise by an officer of the General Partner (unless otherwise provided in the indenture).

        "FASB ASC 815" means Financial Accounting Standards Board Accounting Standards Codification 815.

        "FERC Subsidiary" means a Restricted Subsidiary that is subject to the regulatory jurisdiction of the Federal Energy Regulatory Commission (or any successor thereof).

        "Fitch" means Fitch Ratings, Inc. or any successor to the ratings business thereof.

        "Fixed Charge Coverage Ratio" means with respect to any specified Person for any four-quarter reference period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the average rate in effect from the beginning of such period to the Calculation Date had been the applicable rate for the entire period (taking into account any interest Hedging Obligation applicable to such Indebtedness, but if the remaining term of such interest Hedging Obligation is less than twelve months, then such interest Hedging Obligation shall only be taken into account for that portion of the period equal to the remaining term thereof). If any Indebtedness that is being given pro forma effect bears an interest rate at the option of such Person, the interest rate shall be calculated by applying such option rate chosen by such Person. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as such Person may designate.

        In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1)

acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers, consolidations or otherwise (including acquisitions of assets used or useful in a Permitted Business), or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including all related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date, will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period;



(2)

the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;



(3)

the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to

69

such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;

(4)

any Person that is a Restricted Subsidiary of the specified Person on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;



(5)

any Person that is not a Restricted Subsidiary of the specified Person on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and



(6)

interest income reasonably anticipated by such Person to be received during the applicable four-quarter period from cash or Cash Equivalents held by such Person or any Restricted Subsidiary of such Person, which cash or Cash Equivalents exist on the Calculation Date or will exist as a result of the transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio, will be included.

        For purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations will be determined in good faith by a responsible financial or accounting officer of such Person, which determination shall be conclusive for all purposes under the indenture; provided that such officer may in such officer's discretion include any reasonably identifiable and factually supportable pro forma changes to Consolidated Cash Flow or Fixed Charges, including any pro forma expense and cost reductions or synergies that have occurred or are reasonably expected to occur within the 12 months immediately following the Calculation Date and are either (i) prepared and calculated in accordance with Regulation S-X under the Securities Act or (ii) set forth in an Officers' Certificate signed by the chief financial officer of such Person that states (a) the amount of each such adjustment and (b) that such adjustments are based on the reasonable good faith belief of the chief financial officer executing such Officers' Certificate at the time of such execution and the factual basis on which such good faith belief is based.

        "Fixed Charges" means, with respect to any specified Person for any period, the sum, without duplication, of:

(1)

the consolidated interest expense (less interest income) of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (excluding write-off of deferred financing costs and accretion of interest charges on future retirement benefits and other obligations that do not constitute Indebtedness, but including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings), and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus

(2)

the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3)

any interest on Indebtedness of another Person that is guaranteed by the specified Person or one or more of its Restricted Subsidiaries or secured by a Lien on assets of such specified Person or one or more of its Restricted Subsidiaries, regardless of whether such Guarantee or Lien is called upon; plus

(4)

all dividends or distributions, whether paid or accrued and regardless of whether in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends or distributions on Equity Interests payable solely in Equity Interests of such Person (other than Disqualified Stock) or to such Person or a Restricted Subsidiary of such Person, in each case, determined on a consolidated basis in accordance with GAAP.

70

        "Foreign Subsidiary" means any Restricted Subsidiary that is not a Domestic Subsidiary.

        "GAAP" means generally accepted accounting principles in the United States, that are in effect from time to time. All ratios and computations based on GAAP contained in the indenture will be computed in conformity with GAAP. At any time after the Issue Date, NGL Energy may elect to apply International Financial Reporting Standards ("IFRS") accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in the indenture); provided that any such election, once made, shall be irrevocable; provided, further, that any calculation or determination in the indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to NGL Energy's election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. NGL Energy shall give notice of any such election made in accordance with this definition to the trustee and the holders of notes.

        "General Partner" means NGL Energy Holdings LLC, a Delaware limited liability company, and its successors and permitted assigns as the general partner of NGL Energy.

        "Government Securities" means direct obligations of, or obligations Guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

        "Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise). When used as a verb, "Guarantee" has a correlative meaning.

        "Guarantors" means any of: (1) the Subsidiaries of NGL Energy, other than Finance Corp., executing the indenture as initial Guarantors; and (2) the Restricted Subsidiaries of NGL Energy that become Guarantors in accordance with the provisions of the indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of the indenture.

        "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under:

(1)

interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements, interest rate collar agreements or other agreements or arrangements designed to manage interest rates or interest rate risk;



(2)

any commodity futures contract, commodity option or other similar agreement or arrangement designed to protect such Person against fluctuations in the price of Hydrocarbons used, produced, processed or sold; and



(3)

foreign exchange contracts, currency protection agreements or other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates.

        "Hydrocarbons" means oil, natural gas, casing head gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all constituents, elements or compounds thereof and products refined or processed therefrom.

        "Indebtedness" means, with respect to any specified Person, without duplication, any indebtedness of such Person, regardless of whether contingent:

(1)

in respect of borrowed money;

71

(2)

evidenced by or issued in exchange for bonds, notes, credit agreements, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);



(3)

in respect of bankers' acceptances;



(4)

representing Capital Lease Obligations;



(5)

representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or



(6)

representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes (a) all Indebtedness of others secured by a Lien on any asset of the specified Person (regardless of whether such Indebtedness is assumed by the specified Person); provided, that the amount of such Indebtedness will be the lesser of (i) the Fair Market Value of such asset at such date of determination and (ii) the amount of such Indebtedness of such other Person, and (b) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. Indebtedness shall be calculated without giving effect to the effects of FASB ASC 815 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under the indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.

        The amount of any Indebtedness outstanding as of any date will be:

(1)

the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;



(2)

in the case of any Hedging Obligation, the termination value of the agreement or arrangement giving rise to such Hedging Obligation that would be payable by such Person at such date;



(3)

in the case of any letter of credit, the face amount thereof;



(4)

the principal amount of the Indebtedness, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness; and



(5)

in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:



(a)

the Fair Market Value of such assets at the date of determination; and



(b)

the amount of the Indebtedness of the other Person.

        Notwithstanding the foregoing, the following shall not constitute "Indebtedness":

(i)

accrued expenses and trade accounts payable arising in the ordinary course of business;



(ii)

any indebtedness that has been defeased in accordance with GAAP or defeased pursuant to the deposit of cash or Government Securities (in an amount sufficient to satisfy all such indebtedness obligations at maturity or redemption, as applicable, and all payments of interest and premium, if any) in a trust or account created or pledged for the sole benefit of the holders of such indebtedness, and subject to no other Liens, and the other applicable terms of the instrument governing such indebtedness;



(iii)

Hydrocarbon balancing liabilities incurred in the ordinary course of business;



(iv)

any unrealized losses or charges in respect of Hedging Obligations (including those resulting from the application of the FASB ASC 815);

72

(v)

any obligations in respect of (a) bid, performance, completion, surety, appeal and similar bonds, (b) bankers' acceptances, (c) workers' compensation claims, health or other types of social security benefits, unemployment or other insurance or self-insurance obligations, reclamation and statutory obligations and (d) any Guarantees or standby letters of credit functioning as or supporting any of the foregoing bonds or obligations, to the extent not drawn; provided, however, that such bonds or obligations mentioned in subclause (a), (b), (c) or (d) of this clause (v) are incurred in the ordinary course of the business of NGL Energy and its Restricted Subsidiaries and do not relate to obligations for borrowed money;



(vi)

any obligation arising from any agreement providing for indemnities, guarantees, purchase price adjustments, holdbacks, earnouts, contingency payment obligations based on the performance of the acquired or disposed assets or similar obligations (other than Guarantees of Indebtedness) incurred by any Person in connection with the acquisition or disposition of any business, assets or Capital Stock;



(vii)

any obligation arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such obligation is extinguished within five Business Days of its incurrence;



(viii)

any Treasury Management Arrangement;



(ix)

any obligation arising out of advances on trade receivables, factoring of receivables, customer prepayments and similar transactions in the ordinary course of business and consistent with past practice; and



(x)

all contracts and other obligations, agreements, instruments or arrangements described in clauses (18), (28) and (29) of the definition of "Permitted Liens."

        "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended, and any successor statute.

        "Investment Grade Rating" means a rating equal to or higher than:

(1)

Baa3 (or the equivalent) by Moody's;



(2)

BBB– (or the equivalent) by S&P; or



(3)

BBB– (or the equivalent) by Fitch,

or, if any such Rating Agency ceases to rate the notes for reasons outside of the control of NGL Energy, the equivalent investment grade credit rating from any other Rating Agency.

        "Investment Grade Rating Event" means the first day on which (a) the notes have an Investment Grade Rating from at least two Rating Agencies, (b) no Default or Event of Default with respect to the notes has occurred and is then continuing under the indenture and (c) NGL Energy has delivered to the trustee an Officers' Certificate certifying as to the satisfaction of the conditions set forth in clauses (a) and (b) of this definition.

        "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding (1) endorsements of negotiable instruments and documents in the ordinary course of business, and commission, travel and similar advances to officers, employees and consultants made in the ordinary course of business and (2) advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the Person making the advance), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities (excluding any interest in an oil or natural gas leasehold to the extent constituting a security under applicable law), together with all items that are or would be classified as investments on

73

a balance sheet prepared in accordance with GAAP. If NGL Energy or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of NGL Energy, NGL Energy will be deemed to have made an Investment on the date of any such sale or disposition in an amount equal to the Fair Market Value of NGL Energy's Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption "—Covenants—Restricted Payments." The acquisition by NGL Energy or any Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment by NGL Energy or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption "—Covenants—Restricted Payments." Except as otherwise provided in the indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value or write-ups, write-downs or write-offs with respect to such Investment.

        "Issue Date" means the first date on which notes are issued under the indenture.

        "Joint Venture" means any Person that is not a direct or indirect Subsidiary of NGL Energy in which NGL Energy or any of its Restricted Subsidiaries makes any Investment.

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, regardless of whether filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction other than a precautionary financing statement respecting a lease not intended as a security agreement.

        "Liquidated Damages" means all liquidated damages then owing pursuant to the Registration Rights Agreement.

        "Measuring Date" means October 16, 2013.

        "Moody's" means Moody's Investors Service, Inc. or any successor to the ratings business thereof.

        "Net Proceeds" means the aggregate amount of cash proceeds and Cash Equivalents received by NGL Energy or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received in any Asset Sale, but excluding any non-cash consideration deemed to be cash for purposes of the "Asset Sales" provisions of the indenture), net of:

(1)

the direct costs relating to such Asset Sale, including, without limitation, all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expense incurred, and all federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP (after taking into account any available tax credits or deductions and any tax sharing agreements), as a consequence of such Asset Sale;



(2)

all payments made on any Indebtedness that is secured by any assets subject to such Asset Sale, in accordance with the terms of such Indebtedness, or that must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law be repaid out of the proceeds from such Asset Sale;



(3)

all distributions and other payments required to be made to holders of minority interests in Subsidiaries or Joint Ventures as a result of such Asset Sale; and

74

(4)

the deduction of appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, or held in escrow, in either case for as long as required to be held as reserve or in escrow for adjustment in respect of the sale price or for indemnification or any liabilities associated with the assets disposed of in such Asset Sale and retained by NGL Energy or any Restricted Subsidiary after such Asset Sale.

        "Non-Recourse Debt" means Indebtedness:

(1)

as to which neither NGL Energy nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor or otherwise, in each case of clause (a) and (b) above, except for Customary Recourse Exceptions; and



(2)

as to which the lenders have been notified in writing that they will not have any recourse to the Capital Stock or assets of NGL Energy or any of its Restricted Subsidiaries (other than the Equity Interests of any Unrestricted Subsidiary or Joint Venture), except for Customary Recourse Exceptions.

        "Note Guarantee" means any Guarantee of the Issuers' obligations under the indenture and the notes by any Guarantor in accordance with the provisions of the indenture.

        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

        "Officer" means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Chief Accounting Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person (or, with respect to NGL Energy, so long as it remains a partnership, the General Partner).

        "Officers' Certificate" means a certificate signed on behalf of NGL Energy by two Officers of NGL Energy or two Officers of the General Partner, one of whom must be the principal executive officer, the principal financial officer or the principal accounting officer of such Person, that meets the requirements of the indenture pertaining to such certificates.

        "Operating Surplus" has the meaning assigned to such term in the Partnership Agreement, as in effect on the Issue Date.

        "Partnership Agreement" means the Third Amended and Restated Agreement of Limited Partnership of NGL Energy dated as of June 24, 2016, as such may be further amended, modified or supplemented from time to time.

        "Permitted Acquisition Indebtedness" means Indebtedness or Disqualified Stock of NGL Energy or any of its Restricted Subsidiaries to the extent such Indebtedness or Disqualified Stock was Indebtedness or Disqualified Stock of:

(1)

a Subsidiary prior to the date on which such Subsidiary became a Restricted Subsidiary; or



(2)

a Person that was merged or consolidated into NGL Energy or a Restricted Subsidiary;

provided that on the date such Subsidiary became a Restricted Subsidiary or the date such Person was merged and consolidated into NGL Energy or a Restricted Subsidiary, as applicable, after giving pro

75

forma effect thereto and to any related financing transaction as if the same had occurred at the beginning of the applicable four-quarter period:

(a)

the Restricted Subsidiary or NGL Energy, as applicable, would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described under "—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock," or



(b)

the Fixed Charge Coverage Ratio for the Restricted Subsidiary or NGL Energy, as applicable, would be greater than the Fixed Charge Coverage Ratio for such Restricted Subsidiary or NGL Energy immediately prior to such transaction.

        "Permitted Business" means either (a) gathering, transporting, compressing, treating, processing, marketing, distributing, storing or otherwise handling Hydrocarbons, or activities or services reasonably related or ancillary thereto, including water treatment, disposal and transportation, and entering into Hedging Obligations relating to any of the foregoing activities, or (b) any other business that generates gross income at least 90% of which constitutes "qualifying income" under Section 7704(d) of the Internal Revenue Code.

        "Permitted Business Investments" means Investments by NGL Energy or any of its Restricted Subsidiaries in any Unrestricted Subsidiary or in any Joint Venture; provided that:

(1)

either (a) at the time of such Investment and immediately thereafter, NGL Energy could incur $1.00 of additional Indebtedness under the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption "—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" or (b) such Investment does not exceed the aggregate amount of Incremental Funds (as defined in the covenant described under "—Covenants—Restricted Payments") not previously expended at the time of making such Investment;



(2)

if such Unrestricted Subsidiary or Joint Venture has outstanding Indebtedness at the time of such Investment, either (a) all such Indebtedness is Non-Recourse Debt or (b) any such Indebtedness of such Unrestricted Subsidiary or Joint Venture that is recourse to NGL Energy or any of its Restricted Subsidiaries (which shall include, without limitation, all Indebtedness of such Unrestricted Subsidiary or Joint Venture for which NGL Energy or any of its Restricted Subsidiaries may be directly or indirectly, contingently or otherwise, obligated to pay, whether pursuant to the terms of such Indebtedness, by law or pursuant to any guarantee, including, without limitation, any "claw-back," "make-well" or "keep-well" arrangement) could, at the time such Investment is made, be incurred at that time by NGL Energy and its Restricted Subsidiaries under the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption "—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock"; and



(3)

such Unrestricted Subsidiary's or Joint Venture's activities are not outside the scope of the Permitted Business.

        "Permitted Debt" is defined in the covenant described under the caption "—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock."

        "Permitted Holder" means: (i) any of Coady Enterprises, LLC, Shawn W. Coady, Thorndike, LLC, Todd M. Coady, SemGroup Corporation, KrimGP2010, LLC, H. Michael Krimbill, EMG I NGL GP Holdings, LLC and EMG II NGL GP Holdings, LLC; (ii) any wife, lineal descendant, legal guardian or other legal representative or estate of any of the Persons described in the preceding clause (i); (iii) any trust of which at least one of the trustees is any of the Persons described in the preceding clauses (i) or (ii); and (iv) any other Person that is controlled directly or indirectly by any one or more of the Persons described in the preceding clauses (i) through (iii).

76

        "Permitted Investments" means:

(1)

any Investment in NGL Energy or in a Restricted Subsidiary;



(2)

any Investment in Cash Equivalents;



(3)

any Investment by NGL Energy or any Restricted Subsidiary in a Person, if as a result of such Investment:



(a)

such Person becomes a Restricted Subsidiary; or



(b)

such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, NGL Energy or a Restricted Subsidiary;



(4)

any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales";



(5)

any Investment in a Person to the extent in exchange for the issuance of Equity Interests (other than Disqualified Stock) of NGL Energy;



(6)

any Investment received in compromise or resolution of (a) obligations of trade creditors or customers that were incurred in the ordinary course of business of NGL Energy or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer, or as a result of a foreclosure by, or other transfer of title to, NGL Energy or any of its Restricted Subsidiaries with respect to any secured investment in default; or (b) litigation, arbitration or other disputes;



(7)

Investments represented by Hedging Obligations;



(8)

Investments in any Person to the extent such Investments consist of prepaid expenses, negotiable instruments held for collection and lease, utility and workers' compensation, performance and other deposits made in the ordinary course of business by NGL Energy or any of its Restricted Subsidiaries;



(9)

advances to or reimbursements of employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business;



(10)

loans or advances to officers, directors or employees made in the ordinary course of business of the General Partner, NGL Energy or any Restricted Subsidiary in an aggregate principal amount not to exceed $5.0 million at any one time outstanding;



(11)

repurchases of the notes;



(12)

advances and prepayments for asset purchases in the ordinary course of business in a Permitted Business of NGL Energy or any of its Restricted Subsidiaries;



(13)

receivables owing to NGL Energy or any Restricted Subsidiary created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as NGL Energy or any such Restricted Subsidiary deems reasonable under the circumstances;



(14)

any Guarantee of Indebtedness permitted to be incurred by the covenant entitled "—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" other than a guarantee of Indebtedness of an Affiliate of NGL Energy that is not a Restricted Subsidiary;



(15)

any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date and any Investment consisting of an extension, modification or renewal of any

77

Investment existing on, or made pursuant to a binding commitment existing on, the Issue Date; provided that the amount of any such Investment may be increased (a) as required by the terms of such Investment as in existence on the Issue Date or (b) as otherwise permitted under the indenture;

(16)

surety and performance bonds and workers' compensation, utility, lease, tax, performance and similar deposits and prepaid expenses in the ordinary course of business;



(17)

guarantees by NGL Energy or any of its Restricted Subsidiaries of operating leases (other than Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by NGL Energy or any such Restricted Subsidiary in the ordinary course of business;



(18)

Permitted Business Investments;



(19)

Investments received as a result of a foreclosure by NGL Energy or any of its Restricted Subsidiaries with respect to any secured Investment in default;



(20)

Investments acquired after the Issue Date as a result of the acquisition by NGL Energy or any Restricted Subsidiary of another Person, including by way of a merger, amalgamation or consolidation with or into NGL Energy or any of its Restricted Subsidiaries, or all or substantially all of the assets of another Person, in each case, in a transaction that is not prohibited by the covenant described above under the caption "—Merger, Consolidation or Sale of Assets" after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation; and



(21)

other Investments in any Person (including Investments in any Joint Venture) having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (21) that are at the time outstanding that do not exceed the greater of (a) $75.0 million and (b) 3.25% of the Total Assets of NGL Energy; provided, however, that if any Investment pursuant to this clause (21) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (21) for so long as such Person continues to be a Restricted Subsidiary.

        "Permitted Liens" means, with respect to any Person:

(1)

Liens securing Indebtedness incurred under Credit Facilities that is permitted to be incurred pursuant to clause (1) of the definition of Permitted Debt in the covenant described under the caption "—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";



(2)

Liens securing Indebtedness incurred under the first paragraph of the covenant described above under the caption "—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" not to exceed $250.0 million in the aggregate;



(3)

Liens securing Indebtedness of Foreign Subsidiaries that is permitted to be incurred pursuant to clause (14) of the definition of Permitted Debt in the covenant described under the caption "—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";



(4)

Liens to secure Hedging Obligations and/or Obligations with respect to Treasury Management Arrangements incurred in the ordinary course of business;



(5)

Liens on property of a Person existing at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with NGL Energy or any Restricted

78

Subsidiary; provided that such Liens were in existence prior to the contemplation of such Person becoming a Restricted Subsidiary or such merger or consolidation and do not extend to any assets (other than improvements thereon, accessions thereto and proceeds thereof) other than those of the Person that becomes a Restricted Subsidiary or is merged with or into or consolidated with NGL Energy or any Restricted Subsidiary;

(6)

Liens on property (including Capital Stock) existing at the time of acquisition of the property by NGL Energy or any Subsidiary of NGL Energy, including any acquisition by means of a merger or consolidation with or into NGL Energy or a Restricted Subsidiary; provided that such Liens were in existence prior to such acquisition and not incurred in contemplation of, such acquisition;



(7)

Liens, pledges or deposits by such Person under workers' compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits or cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each case incurred in the ordinary course of business;



(8)

landlords', carriers', warehousemen's, mechanics', materialmen's, repairmen's or similar Liens arising by contract or statute in the ordinary course of business and with respect to amount that are not yet delinquent or are being contested in good faith by appropriate proceedings;



(9)

Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the definition of Permitted Debt in the covenant described under the caption "—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" covering only the assets acquired with or financed by such Indebtedness;



(10)

Liens to secure Indebtedness of Restricted Subsidiaries that are not Guarantors permitted under the covenant entitled "—Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock"; provided that such Liens may not extend to any property or assets of NGL Energy or any Guarantor other than the Capital Stock of any non-Guarantor Restricted Subsidiaries;



(11)

Liens on and pledges of the Equity Interests of any Unrestricted Subsidiary or any Joint Venture owned by NGL Energy or any Restricted Subsidiary to the extent securing Non-Recourse Debt or other Indebtedness of such Unrestricted Subsidiary or Joint Venture;



(12)

Liens on any asset or property acquired, constructed or improved by NGL Energy or any of its Restricted Subsidiaries; provided that (a) such Liens are in favor of the seller of such asset or property, in favor of the Person or Persons developing, constructing, repairing or improving such asset or property, or in favor of the Person or Persons that provided the funding for the acquisition, development, construction, repair or improvement cost, as the case may be, of such asset or property, (b) such Liens are created within 360 days after the acquisition, development, construction, repair or improvement, (c) the aggregate principal amount of the Indebtedness secured by such Liens is otherwise permitted to be incurred under the indenture and does not exceed the greater of (i) the cost of the asset or property so acquired, constructed or improved plus related financing costs and (ii) the Fair Market Value of the asset or property so acquired, constructed or improved, measured at the date of such acquisition, or the date of completion of such construction or improvement, and (d) such Liens are limited to the asset or property so acquired, constructed or improved (including the proceeds thereof, accessions thereto, upgrades thereof and improvements thereto);



(13)

Liens existing on the Issue Date;

79

(14)

Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;



(15)

Liens imposed by law, such as carriers', warehousemen's, landlord's and mechanics' Liens, in each case, incurred in the ordinary course of business;



(16)

survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, leases and subleases of real property, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of NGL Energy and its Restricted Subsidiaries, considered as a single enterprise;



(17)

Liens created for the benefit of (or to secure) the notes or the Note Guarantees or other obligations under the indenture and Liens securing any Indebtedness equally and ratably with all Obligations due under the notes or any Note Guarantee pursuant to a contractual covenant that limits Liens in a manner substantially similar to the covenant described above under "—Covenants—Liens";



(18)

Liens on pipelines or pipeline facilities that arise by operation of law;



(19)

Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the indenture; provided, however, that the new Lien is limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof);



(20)

Liens on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings;



(21)

filing of Uniform Commercial Code financing statements as a precautionary measure in connection with operating leases;



(22)

bankers' Liens, rights of setoff, Liens arising out of judgments, attachments or awards not constituting an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;



(23)

Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;



(24)

Liens on specific items of inventory or other goods (and the proceeds thereof) of any Person securing such Person's obligations in respect of bankers' acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;



(25)

grants of software and other technology licenses in the ordinary course of business;



(26)

Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;



(27)

Liens in favor of the Issuers or any of the Guarantors;



(28)

Liens arising under operating agreements, joint venture agreements, partnership agreements, construction agreements, oil and gas leases, farmout agreements, division orders, agreements for the purchase, gathering, processing, treatment, sale, transportation or exchange of

80

Hydrocarbons, unitization and pooling designations, declarations, orders and agreements, development agreements, participating agreements, area of mutual interest agreements, gas balancing agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, and other agreements arising in the ordinary course of NGL Energy's or any of its Restricted Subsidiaries' business that are customary in the Permitted Business;

(29)

Liens on, or related to, properties or assets to secure all or part of the costs incurred in the ordinary course of a Permitted Business for gathering, transporting, compressing, treating, processing, marketing, distributing, storing or otherwise handling Hydrocarbons, or activities or services reasonably related or ancillary thereto, including entering into Hedging Obligations to support these businesses and the development, manufacture or sale of equipment or technology related to these activities;



(30)

Liens arising solely by virtue of any statutory or common law provisions relating to bankers' Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained or deposited with a depositary institution; provided that:



(a)

such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by NGL Energy in excess of those set forth by regulations promulgated by the Federal Reserve Board; and



(b)

such deposit account is not intended by NGL Energy or any Restricted Subsidiary to provide collateral to the depository institution;



(31)

Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by NGL Energy and its Restricted Subsidiaries in the ordinary course of business;



(32)

Liens arising under the indenture in favor of the trustee under the indenture for its own benefit and similar Liens in favor of other trustees, agents and representatives arising under instruments governing Indebtedness permitted to be incurred under the indenture; provided that such Liens are solely for the benefit of the trustees, agents or representatives in their capacities as such and not for the benefit of the holders of the Indebtedness; and



(33)

Liens incurred in the ordinary course of business of NGL Energy or any Restricted Subsidiary with respect to obligations at any one time outstanding not to exceed the greater of (a) $75.0 million and (b) 3.25% of the Total Assets of NGL Energy.

        "Permitted Refinancing Indebtedness" means any Indebtedness of NGL Energy or any of its Restricted Subsidiaries, any Disqualified Stock of NGL Energy or any preferred stock of any Restricted Subsidiary (a) issued in exchange for, or the net proceeds of which are used to extend, renew, refund, refinance, replace, defease, discharge or otherwise retire for value, in whole or in part, or (b) constituting an amendment, modification or supplement to or a deferral or renewal of (clauses (a) and (b), collectively, a "Refinancing," and the term "Refinanced" has a correlative meaning) any other Indebtedness of NGL Energy or any of its Restricted Subsidiaries (other than intercompany Indebtedness), any Disqualified Stock of NGL Energy or any preferred stock of a Restricted Subsidiary in a principal amount or, in the case of Disqualified Stock of NGL Energy or preferred stock of a Restricted Subsidiary, liquidation preference, not to exceed (after deduction of reasonable and customary fees and expenses incurred in connection with the Refinancing) the lesser of:

(1)

the principal amount or, in the case of Disqualified Stock or preferred stock, liquidation preference, of the Indebtedness, Disqualified Stock or preferred stock so Refinanced (plus, in the case of Indebtedness, the amount of premium, if any paid in connection therewith); and

81

(2)

if the Indebtedness being Refinanced was issued with any original issue discount, the accreted value of such Indebtedness (as determined in accordance with GAAP) at the time of such Refinancing.

        Notwithstanding the preceding, no Indebtedness, Disqualified Stock or preferred stock will be deemed to be Permitted Refinancing Indebtedness, unless:

(i)

such Indebtedness, Disqualified Stock or preferred stock has a final maturity date or redemption date, as applicable, no earlier than the final maturity date or redemption date, as applicable, of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness, Disqualified Stock or preferred stock being Refinanced;



(ii)

if the Indebtedness, Disqualified Stock or preferred stock being Refinanced is contractually subordinated or otherwise junior in right of payment to the notes, such Indebtedness (and any related Guarantee), Disqualified Stock or preferred stock is contractually subordinated or otherwise junior in right of payment to, the notes, on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness, Disqualified Stock or preferred stock being Refinanced at the time of the Refinancing; and



(iii)

such Indebtedness or Disqualified Stock is incurred or issued by NGL Energy or such Indebtedness, Disqualified Stock or preferred stock is incurred or issued by the Restricted Subsidiary who is the obligor on the Indebtedness being Refinanced or the issuer of the Disqualified Stock or preferred stock being Refinanced; provided that a Restricted Subsidiary that is also a Guarantor may guarantee Permitted Refinancing Indebtedness incurred by NGL Energy, regardless of whether such Restricted Subsidiary was an obligor or guarantor of the Indebtedness being Refinanced.

        Notwithstanding the foregoing, any Indebtedness incurred under Credit Facilities shall be subject to the refinancing provision of the definition of Credit Facilities and not pursuant to the requirements set forth in this definition of Permitted Refinancing Indebtedness.

        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

        "Rating Agency" means each of S&P, Moody's and Fitch, or if (and only if) any of S&P, Moody's or Fitch shall not make a rating on the notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by NGL Energy, which shall be substituted for S&P, Moody's or Fitch, as the case may be.

        "Rating Decline" means a decrease in the rating of the notes by at least two Rating Agencies by one or more gradations (including gradations within rating categories as well as between rating categories). In determining whether the rating of the notes has decreased by one or more gradations, gradations within rating categories, such as + or – for S&P, and 1, 2, and 3 for Moody's, will be taken into account; for example, in the case of S&P, a rating decline either from BB+ to BB or BB– to B+ will constitute a decrease of one gradation.

        "Registration Rights Agreement" means (1) with respect to the notes issued on the Issue Date, the registration rights agreement dated the Issue Date among the Issuers, the Guarantors on the Issue Date, and the initial purchasers of such notes that are signatories thereto, and (2) with respect to any additional notes, any registration rights agreement among the Issuers and the other parties thereto relating to the registration by the Issuers of such additional notes under the Securities Act.

        "Reporting Default" means a Default described in subclause (b) of clause (5) under "—Events of Default and Remedies."

82

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" means any Subsidiary of NGL Energy, other than an Unrestricted Subsidiary.

        "S&P" means S&P Global Inc., or any successor to the rating business thereof.

        "SEC" means the United States Securities and Exchange Commission.

        "Securities Act" means the Securities Act of 1933, as amended.

        "Senior Debt" means:

(1)

all Indebtedness of NGL Energy or any of its Restricted Subsidiaries outstanding under Credit Facilities and all Hedging Obligations with respect thereto;



(2)

the notes and any other Indebtedness of NGL Energy or any of its Restricted Subsidiaries permitted to be incurred under the terms of the indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the notes or any Note Guarantee; and



(3)

all Obligations with respect to the items listed in the preceding clauses (1) and (2).

        Notwithstanding anything to the contrary in the preceding sentence, Senior Debt will not include:

(i)

any intercompany Indebtedness of NGL Energy or any of its Subsidiaries to NGL Energy or any of its Affiliates;



(ii)

any Indebtedness that is incurred in violation of the indenture; or



(iii)

any trade payables or taxes owed or owing by NGL Energy or any of its Restricted Subsidiaries.

        "Significant Subsidiary" means any Restricted Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date.

        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the first date it was incurred in compliance with the terms of the indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof; provided that, in the case of debt securities that are by their terms convertible into Capital Stock (or cash or a combination of cash and Capital Stock based on the value of the Capital Stock) of NGL Energy, any obligation to offer to repurchase such debt securities on a date(s) specified in the original terms of such securities, which obligation is not subject to any condition or contingency, will be treated as a Stated Maturity date of such convertible debt securities.

        "Subordinated Debt" means Indebtedness of NGL Energy or a Guarantor that is contractually subordinated in right of payment (by its terms or the terms of any document or instrument relating thereto) to the notes or the Note Guarantee of such Guarantor, as applicable.

        "Subsidiary" means, with respect to any specified Person:

(1)

any corporation, association or other business entity (other than a partnership or a limited liability company) of which more than 50% of the total voting power of its Voting Stock is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

83

(2)

any partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

        "Total Assets" of any Person means, as of any date, the amount that, in accordance with GAAP, would be set forth under the caption "Total Assets" (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries, as of the end of the most recently ended fiscal quarter for which internal financial statements are available; provided, however that such amount shall be adjusted to give pro forma effect to any subsequent Investment, acquisition or disposition of any assets or Person (regardless of whether effected as a merger, purchase or sale of Equity Interests, asset acquisition or disposition or other form of acquisition or disposition) by such Person or any of its Restricted Subsidiaries, including any such Investment, acquisition or disposition that is pending and giving rise to the need to determine the amount of Total Assets, as if such transaction had occurred immediately prior to the end of such most recently ended fiscal quarter.

        "Treasury Management Arrangement" means any agreement or other arrangement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

        "Unrestricted Subsidiary" means (i) each of the following Persons so long as it constitutes a Subsidiary of NGL Energy, unless and until designated by the Board of Directors of NGL Energy as a Restricted Subsidiary in compliance with the provisions of the indenture described under the caption "—Covenants—Designation of Restricted and Unrestricted Subsidiaries:" Sawtooth Caverns, LLC and NGL Supply Terminal Solution Mining, LLC and (ii) any Subsidiary of NGL Energy (excluding Finance Corp.) that is designated by the Board of Directors of NGL Energy as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

(1)

except to the extent permitted by subclause (2)(b) of the definition of "Permitted Business Investments," has no Indebtedness other than Non-Recourse Debt owing to any Person other than NGL Energy or any of its Restricted Subsidiaries;



(2)

is a Person with respect to which neither NGL Energy nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; and



(3)

has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of NGL Energy or any of its Restricted Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation.

        All Subsidiaries of an Unrestricted Subsidiary shall also be Unrestricted Subsidiaries.

        "Voting Stock" of any specified Person as of any date means the Capital Stock of such Person entitling the holders thereof (whether at all times or only so long as no senior class of Capital Stock has voting power by reason of any contingency) to vote in the election of members of the Board of Directors of such Person; provided that, with respect to a limited partnership or other entity which does not have a Board of Directors, Voting Stock means the Capital Stock of the general partner of such limited partnership or other business entity with the ultimate authority to manage the business and operations of such Person.

84

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)

the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by



(2)

the then outstanding principal amount of such Indebtedness.

85

PLAN OF DISTRIBUTION

        Each broker-dealer that receives New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. This prospectus, as may be amended or supplemented from time to time, may be used by a broker- dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the consummation of the exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                   , 2020, all dealers effecting transactions in the new notes may be required to deliver a prospectus.

        We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of new notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period of 180 days after the consummation of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all reasonable expenses incident to the exchange offer (including the reasonable expenses of one counsel for the holders of the notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the old notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

        Following completion of the exchange offer, we may, in our sole discretion, commence one or more additional exchange offers to holders of old notes who did not exchange their old notes for new notes in the exchange offer on terms which may differ from those contained in this prospectus and the enclosed letter of transmittal. This prospectus, as may be amended or supplemented from time to time, may be used by us in connection with any additional exchange offers. These additional exchange offers may take place from time to time until all outstanding old notes have been exchanged for new notes, subject to the terms and conditions in the prospectus and letter of transmittal distributed by us in connection with these additional exchange offers.

86

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

        The following discussion is a summary of certain U.S. federal income tax considerations relevant to the exchange of old notes for new notes, but does not purport to be a complete analysis of all potential tax effects. The discussion is based upon the Internal Revenue Code of 1986, as amended, Treasury Regulations, Internal Revenue Service rulings and pronouncements and judicial decisions now in effect, all of which may be subject to change at any time by legislative, judicial or administrative action. These changes may be applied retroactively in a manner that could adversely affect a holder of new notes. We cannot assure you that the Internal Revenue Service will not challenge one or more of the tax consequences described in this discussion, and we have not obtained, nor do we intend to obtain, a ruling from the Internal Revenue Service or an opinion of counsel with respect to the U.S. federal tax consequences described herein. Some holders, including financial institutions, insurance companies, regulated investment companies, tax-exempt organizations, dealers in securities or currencies, persons whose functional currency is not the U.S. dollar or persons who hold the notes as part of a hedge, conversion transaction, straddle or other risk reduction transaction may be subject to special rules not discussed below.

We recommend that each holder consult his own tax advisor as to the particular tax consequences of exchanging such holder's old notes for new notes, including the applicability and effect of any foreign, state, local or other tax laws or estate or gift tax considerations.

        We believe that the exchange of old notes for new notes will not be a taxable event to a holder for U.S. federal income tax purposes. Accordingly, a holder will not recognize gain or loss upon receipt of a new note in exchange for an old note in the exchange, and the holder's basis and holding period in the new note will be the same as its basis and holding period in the corresponding old note immediately before the exchange.

87

LEGAL MATTERS

        The validity of the new notes offered in this exchange offer will be passed on by Hunton Andrews Kurth LLP, Houston, Texas. Certain matters with respect to Colorado law will be passed upon by Arkan Haile, Denver, Colorado, internal counsel to NGL Energy Partners LP. Certain matters with respect to Oklahoma law will be passed upon by Kurston McMurray, Tulsa, Oklahoma, internal counsel to NGL Energy Partners LP. Certain matters with respect to New Mexico law will be passed upon by Brownstein Hyatt Farber Schreck, LLP, Albuquerque, New Mexico. Certain matters with respect to Wyoming law will be passed upon by Holland & Hart LLP, Cheyenne, Wyoming. Certain matters with respect to Alberta law will be passed upon by Norton Rose Fulbright Canada LLP, Calgary, Alberta.

EXPERTS

        The audited consolidated financial statements of NGL Energy Partners LP (the "Partnership") included in the Partnership's Current Report on Form 8-K filed on November 22, 2019 and management's assessment of the effectiveness of internal control over financial reporting of the Partnership incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the reports of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

        The audited historical financial statements of Hillstone Environmental Partners, LLC included in Exhibit 99.1 of NGL Energy Partners LP's Current Report on Form 8-K/A dated November 18, 2019 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

88

Dealer Prospectus Delivery Obligation

        Until                  , 2020, all dealers that effect transactions in these securities, whether or not participating in the offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to unsold allotments or subscriptions.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers.

Indemnification of Directors and Officers of NGL Energy Partners LP

        NGL Energy Partners LP is a Delaware limited partnership. Under our partnership agreement, in most circumstances, we will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages or similar events:

•

its general partner;

•

any departing general partner;

•

any person who is or was an affiliate of a general partner or any departing general partner;

•

any person who is or was a director, officer, member, partner, fiduciary or trustee of any entity set forth in the preceding three bullet points;

•

any person who is or was serving as director, officer, member, partner, fiduciary or trustee of another person at the request of its general partner or any departing general partner; and

•

any person designated by its general partner.

        Any indemnification under these provisions will only be out of NGL Energy Partners LP's assets. Unless it otherwise agrees, NGL Energy Partner LP's general partner will not be personally liable for, or have any obligation to contribute or loan funds or assets to NGL Energy Partners LP to enable us to effectuate, indemnification. NGL Energy Partners LP may purchase insurance against liabilities asserted against and expenses incurred by persons for its activities, regardless of whether it would have the power to indemnify the person against liabilities under its partnership agreement.

Indemnification of Directors and Officers of NGL Energy Finance Corp.

        NGL Energy Finance Corp. is organized under the laws of the state of Delaware. Section 145 of the General Corporation Law of the State of Delaware, among other things, empowers a Delaware corporation to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Similar indemnity is authorized for such persons against expenses (including attorneys' fees) actually and reasonably incurred by such persons in connection with the defense or settlement of any such threatened, pending or completed action or suit, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, provided that (unless a court of competent jurisdiction otherwise provides) such person shall not have been adjudged liable to the corporation. Any such indemnification may be made only as authorized in each specific case upon a determination by the stockholders or disinterested directors or by independent legal counsel in a written opinion that indemnification is proper because the indemnitee has met the applicable standard of conduct.

        Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at

II-1

the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

        Article VI, Section 6.1 of the Bylaws of NGL Energy Finance Corp. provides that each person serving or having served as a director, officer, employee, or agent of NGL Energy Finance Corp. shall be indemnified by the company to the fullest extent of the law from and against any and all losses, claims, damages, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, in which such person may be involved by reason of the management of the affairs of the company.

Indemnification by the Registrant Guarantors

Delaware

AWR Disposal, LLC, GGCOF HEP Blocker II, LLC, GGCOF HEP Blocker, LLC, Grand Mesa Pipeline, LLC HEP Intermediate Holdco Sub, LLC, HEP Intermediate Holdco, LLC, HEP Operations Holdings, LLC, HEP Operations, LLC, HEP Shalewater Solutions, LLC, Hillstone DACO 76, LLC, Hillstone DACO Permian, LLC, Hillstone Environmental Partners, LLC, Hillstone Permian Adams, LLC, Hillstone Permian Arthur, LLC, Hillstone Permian Cleveland, LLC, Hillstone Permian Garfield, LLC, Hillstone Permian Hamilton, LLC, Hillstone Permian Harrison, LLC, Hillstone Permian Hayes, LLC, Hillstone Permian Knox, LLC, Hillstone Permian Madison, LLC, Hillstone Permian McKinley, LLC, Hillstone Permian Monroe, LLC, Hillstone Permian Pipeline Loving BR, LLC, Hillstone Permian Pipeline, LLC, Hillstone Permian Poker Lake, LLC, Hillstone Permian Rattlesnake, LLC, Hillstone Permian Reagan, LLC, Hillstone Permian Roosevelt, LLC, Hillstone Permian Shultz, LLC, Hillstone Permian St. Lucia, LLC, Hillstone Permian Taft, LLC, Hillstone Permian Wilson, LLC, NGL Crude Logistics, LLC, NGL Crude Terminals, LLC, NGL Delaware Basin Holdings, LLC, NGL Energy Holdings II, LLC, NGL Energy Logistics, LLC, NGL Energy Operating LLC, NGL Liquids, LLC, NGL Supply Terminal Company, LLC, NGL Supply Wholesale, LLC, NGL Water Solutions—Orla SWD, LLC, NGL Water Solutions Eagle Ford, LLC, Red Rock Midstream, LLC, Salt Lake Midstream, LLC, TransMontaigne LLC and TransMontaigne Services LLC.

        Each of AWR Disposal, LLC, GGCOF HEP Blocker II, LLC, GGCOF HEP Blocker, LLC, Grand Mesa Pipeline, LLC HEP Intermediate Holdco Sub, LLC, HEP Intermediate Holdco, LLC, HEP Operations Holdings, LLC, HEP Operations, LLC, HEP Shalewater Solutions, LLC, Hillstone DACO 76, LLC, Hillstone DACO Permian, LLC, Hillstone Environmental Partners, LLC, Hillstone Permian Adams, LLC, Hillstone Permian Arthur, LLC, Hillstone Permian Cleveland, LLC, Hillstone Permian Garfield, LLC, Hillstone Permian Hamilton, LLC, Hillstone Permian Harrison, LLC, Hillstone Permian Hayes, LLC, Hillstone Permian Knox, LLC, Hillstone Permian Madison, LLC, Hillstone Permian McKinley, LLC, Hillstone Permian Monroe, LLC, Hillstone Permian Pipeline Loving BR, LLC, Hillstone Permian Pipeline, LLC, Hillstone Permian Poker Lake, LLC, Hillstone Permian Rattlesnake, LLC, Hillstone Permian Reagan, LLC, Hillstone Permian Roosevelt, LLC, Hillstone Permian Shultz, LLC, Hillstone Permian St. Lucia, LLC, Hillstone Permian Taft, LLC, Hillstone Permian Wilson, LLC, NGL Crude Logistics, LLC, NGL Crude Terminals, LLC, NGL Delaware Basin Holdings, LLC, NGL Energy Holdings II, LLC, NGL Energy Logistics, LLC, NGL Energy Operating LLC, NGL Liquids, LLC, NGL Supply Terminal Company, LLC, NGL Supply Wholesale, LLC, NGL Water Solutions—Orla SWD, LLC, NGL Water Solutions Eagle Ford, LLC, Red Rock Midstream, LLC, Salt Lake Midstream, LLC, TransMontaigne LLC and TransMontaigne Services LLC is organized as a limited liability company under the laws of the state of Delaware. Under the Delaware Limited Liability Company Act, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

II-2

        The limited liability company agreements of these entities provide that any person who is or was a director, officer, fiduciary, trustee, manager or managing member of each company ("Indemnitees") shall be indemnified and held harmless from, to the fullest extent permitted by law, any and all losses, claims, damages, liabilities, joint or several, expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings in which any Indemnitee may be involved by reason of its status as an Indemnitee, unless a court finds that the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or acted with knowledge that the Indemnitee's conduct was unlawful.

Texas

Choya Operating, LLC, DACO Permian 76, LLC, Hillstone Permian Fortress, LLC, Loving Fortress, LLC NGL Marine, LLC and NGL Water Pipelines, LLC

        Each of Choya Operating, LLC, DACO Permian 76, LLC, Hillstone Permian Fortress, LLC, Loving Fortress, LLC NGL Marine, LLC and NGL Water Pipelines, LLC is organized as a limited liability company under the laws of the state of Texas. The Texas Business Organizations Code ("TBOC") governs Texas limited liability companies. Section 8.051 of the TBOC states that: (a) An enterprise shall indemnify a governing person, former governing person, or delegate against reasonable expenses actually incurred by the person in connection with a proceeding in which the person is a respondent because the person is or was a governing person or delegate if the person is wholly successful, on the merits or otherwise, in the defense of the proceeding. (b) A court that determines, in a suit for indemnification, that a governing person, former governing person, or delegate is entitled to indemnification under this section shall order indemnification and award to the person the expenses incurred in securing the indemnification.

        Section 8.052 states that:    (a) On application of a governing person, former governing person, or delegate and after notice is provided as required by the court, a court may order an enterprise to indemnify the person to the extent the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances. (b) This section applies without regard to whether the governing person, former governing person, or delegate applying to the court satisfies the requirements of Section 8.101 or has been found liable: (1) to the enterprise; or (2) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person's official capacity. (c) The indemnification ordered by the court under this section is limited to reasonable expenses if the governing person, former governing person, or delegate is found liable: (1) to the enterprise; or (2) because the person improperly received a personal benefit, without regard to whether the benefit resulted from an action taken in the person's official capacity.

        Section 8.101 states that:    (a) An enterprise may indemnify a governing person, former governing person, or delegate who was, is, or is threatened to be made a respondent in a proceeding to the extent permitted by Section 8.102 if it is determined in accordance with Section 8.103 that: (1) the person: (A) acted in good faith; (B) reasonably believed: (i) in the case of conduct in the person's official capacity, that the person's conduct was in the enterprise's best interests; and (ii) in any other case, that the person's conduct was not opposed to the enterprise's best interests; and (C) in the case of a criminal proceeding, did not have a reasonable cause to believe the person's conduct was unlawful; (2) with respect to expenses, the amount of expenses other than a judgment is reasonable; and (3) indemnification should be paid. (b) Action taken or omitted by a governing person or delegate with respect to an employee benefit plan in the performance of the person's duties for a purpose reasonably believed by the person to be in the interest of the participants and beneficiaries of the plan is for a purpose that is not opposed to the best interests of the enterprise. (c) Action taken or omitted by a delegate to another enterprise for a purpose reasonably believed by the delegate to be in the interest of the other enterprise or its owners or members is for a purpose that is not opposed to the best interests

II-3

of the enterprise. (d) A person does not fail to meet the standard under Subsection (a)(1) solely because of the termination of a proceeding by: (1) judgment; (2) order; (3) settlement; (4) conviction; or (5) a plea of nolo contendere or its equivalent.

        Section 8.102 states that:    (a) Subject to Subsection (b), an enterprise may indemnify a governing person, former governing person, or delegate against: (1) a judgment; and (2) expenses, other than a judgment, that are reasonable and actually incurred by the person in connection with a proceeding. (b) Indemnification under this subchapter of a person who is found liable to the enterprise or is found liable because the person improperly received a personal benefit: (1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding; (2) does not include a judgment, a penalty, a fine, and an excise or similar tax, including an excise tax assessed against the person with respect to an employee benefit plan; and (3) may not be made in relation to a proceeding in which the person has been found liable for: (A) willful or intentional misconduct in the performance of the person's duty to the enterprise; (B) breach of the person's duty of loyalty owed to the enterprise; or (C) an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the enterprise. (c) A governing person, former governing person, or delegate is considered to have been found liable in relation to a claim, issue, or matter only if the liability is established by an order, including a judgment or decree of a court, and all appeals of the order are exhausted or foreclosed by law.

        Section 8.105(b) states that:    An enterprise shall indemnify an officer to the same extent that indemnification is required under this chapter for a governing person.

        Article 7 of the Second Amended and Restated Company Agreement of Choya Operating, LLC states that Choya Operating, LLC shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of Choya Operating, LLC or if brought by such person against the Choya Operating, LLC) by reason of the fact that he is or was a covered person against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or it in connection with such action, suit or proceeding if he or it acted in good faith and in a manner he or it reasonably believed to be in or not opposed to the Choya Operating, LLC's best interests, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or its conduct was unlawful regardless of whether arising from any act or omission which constituted the sole, partial or concurrent negligence (whether active or passive) of such covered person.

        Article 7 of each of the Third Amended and Restated Limited Liability Company Agreement of DACO Permian 76, LLC, the Third Amended and Restated Limited Liability Company Agreement of Hillstone Permian Fortress, LLC, and the Second Limited Liability Company Agreement of Loving Fortress, LLC states that the company will indemnify and hold harmless, to the fullest extent permitted by law, subject to the exceptions set forth in the applicable limited liability company agreement, each (1) member of the company, (2) person who is or was a director, officer, fiduciary, trustee, manager or managing member of the company or the member of the company, (3) person who is or was serving at the request of the member of the company as a director, officer, fiduciary, trustee, manager or managing member of another person owing a fiduciary duty to the company or the member of the company, provided that a person shall not considered an indemnitee by reason of providing, on a fee-for-service basis, trustee, fiduciary or custodial services, (i) any person that controls the member of the company and (ii) any person the member of the company designates as an indemnitee for purposes of the applicable limited liability company agreement, from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which any indemnitee may be

II-4

involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an indemnitee and acting (or refraining to act) in such capacity.

        Article 7 of the Second Amended and Restated Limited Liability Company Agreement of NGL Marine, LLC gives the company the power to indemnify or reimburse for any expenses, to the fullest extent permitted by law, each (1) member of the company, (2) person who is or was a director, officer, fiduciary, trustee, manager or managing member of the company, (3) person who is or was serving at the request of the member of the company as a director, officer, fiduciary, trustee, manager or managing member of another person owing a fiduciary duty to the company or the member of the company, provided that a person shall not considered an indemnitee by reason of providing, on a fee-for-service basis, trustee, fiduciary or custodial services, (i) any person that controls the member of the company and (ii) any person the member of the company designates as an indemnitee for purposes of the Second Amended and Restated Limited Liability Company Agreement of NGL Marine, LLC.

        Section 5.14 of the Amended and Restated Company Agreement of NGL Water Pipelines, LLC states that NGL Water Pipelines, LLC shall indemnify and hold harmless any manager or officer of the company, but only to the extent that the NGL Water Pipelines, LLC's assets are sufficient therefor, from and against all claims, liabilities, and expenses arising out of any management of company affairs, but excluding those caused by the gross negligence or willful misconduct of the Manager or officer, as the case may be, subject to all limitations and requirements imposed by the TBOC. The right to indemnification provided in the Amended and Restated Company Agreement of NGL Water Pipelines, LLC specifically includes those claims that arise out of the indemnified party's sole, joint or contributory negligence, but specifically excludes those claims that arise out of the indemnified party's willful misconduct, fraud or gross negligence.

Colorado

Centennial Energy, LLC, NGL Crude Transportation, LLC, NGL Energy Equipment, LLC, NGL Milan Investments, LLC, NGL Water Solutions DJ, LLC, NGL Water Solutions Permian, LLC and NGL Water Solutions, LLC

        Each of Centennial Energy, LLC, NGL Crude Transportation, LLC, NGL Energy Equipment, LLC, NGL Milan Investments, LLC, NGL Water Solutions DJ, LLC, NGL Water Solutions Permian, LLC and NGL Water Solutions, LLC is organized under the laws of the state of Colorado. Section 7-80-104(1)(k) of the Colorado Limited Liability Company Act permits a company to indemnify a member or manager or former member or manager of the limited liability company as provided in section 7-80-407. Under Section 7-80-407, a limited liability company shall reimburse a person who is or was a member or manager for payments made, and indemnify a person who is or was a member or manager for liabilities incurred by the person, in the ordinary course of the business of the limited liability company or for the preservation of its business or property, if such payments were made or liabilities incurred without violation of the person's duties to the limited liability company.

        The limited liability company operating agreements of these entities provide that managing members of each company shall not be liable, responsible, or accountable and to any member of the company and shall be indemnified by the company for any act performed by the managing member within the scope of the authority of the managing member, except for actions constituting fraud, gross negligence, or intentional breach of the applicable limited liability company operating agreement or applicable law.

II-5

Wyoming

AntiCline Disposal, LLC

        AntiCline Disposal, LLC is organized under the laws of the state of Wyoming. Section 408 of the Wyoming Limited Liability Company Act allows limited liability companies to purchase insurance and repay for any payment made and indemnify for any debt, obligation, or other liability incurred by a member of a member-managed company or the manager of a member-managed company in the course of the member's or manager's activities on behalf of the company.

        Article 7 of the Second Amended and Restated Limited Liability Company Agreement of AntiCline Disposal, LLC provides that the company will indemnify and hold harmless, to the fullest extent permitted by law, any employee, officer, shareholder, director, officer, partner, or any member of any management committee from and against all losses, claims, damages, liabilities, joint or several, expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative in which the person may be involved by reason of the person's status with the company, as long as the person has not been found by a court of competent jurisdiction to have acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the indemnitee's conduct was unlawful.

Alberta

Centennial Gas Liquids ULC

        Centennial Gas Liquids ULC is an Alberta unlimited liability corporation. Under the Business Corporations Act (Alberta), a corporation may indemnify certain persons associated with the corporation against all costs, charges, and expenses (including an amount paid to settle an action or satisfy a judgment) reasonably incurred by him or her in respect of any civil, criminal oradministrativeaction or proceeding to which he or she is made a party by reason of their association with the corporation or other entity. Indemnifiable persons are current and former directors or officers, other persons who act or acted at the corporation's request as a director or officer of a body corporate of which the corporation is a shareholder or creditor, and the director's or officer's heirs and legal representatives.

        The law permits indemnification only if the indemnifiable person acted honestly and in good faith with a view to the best interests of the corporation or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer in a similar capacity at the corporation's request and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty he or she had reasonable grounds for believing his or her conduct was lawful. With the approval of the court, a corporation may also indemnify an indemnifiable person in respect of an action to which the indemnifiable person is made a party because of his or her association with the corporation if the person seeking indemnity (i) was substantially successful on the merits in the person's defence of the action or proceeding, (ii) acted honestly and in good faith with a view to the best interest of the corporation, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing his or her conduct was lawful, and (iii) is fairly and reasonably entitled to indemnity.

        Section 6.02 of the bylaws of Centennial Gas Liquids ULC allows the corporation to indemnify any director, officer, former director, former officer, or any person who acts or acted at the corporation's request as a director or officer against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the person in respect of any civil, criminal, or administrative action or proceeding to which the person is made a party by reason of being or having been a director or officer of the corporation, as long as the person acted honestly and in

II-6

good faith with a view to the best interests of the corporation, and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

Oklahoma

NGL Crude Cushing, LLC

        NGL Crude Cushing, LLC are organized under the laws of the state of Oklahoma. Section 2003 of the Oklahoma Limited Liability Company Act provides that an Oklahoma limited liability company may indemnify and hold harmless any member, agent, or employee from and against any and all claims and demands whatsoever, except in the case of action or failure to act by the member, agent, or employee which constitutes willful misconduct or recklessness, and subject to the standards and restrictions, if any, set forth in the articles of organization or operating agreement. Section 2017 of the Oklahoma Limited Liability Company Act provides that the articles of organization or operating agreement of a Oklahoma limited liability company may eliminate or limit the personal liability of a member or manager for monetary damages for breach of any fiduciary duty, and provide for indemnification of a member or manager for judgments, settlements, penalties, fines or expenses incurred in any proceeding because the person is or was a member or manager, except that any such provisions may not limit or eliminate the liability of a manager for (1) any breach of the manager's duty of loyalty to the limited liability company or its members; (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (3) any transaction from which the manager derived an improper personal benefit.

        Article VII of the Second Amended and Restated Limited Liability Company Agreement of NGL Crude Cushing, LLC provides that the company will indemnify and hold harmless, to the fullest extent permitted by law, any employee, officer, shareholder, director, officer, partner, or any member of any management committee from and against all losses, claims, damages, liabilities, joint or several, expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative in which the person may be involved by reason of the person's status with the company, as long as the person has not been found by a court of competent jurisdiction to have acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the indemnitee's conduct was unlawful.

New Mexico

NGL South Ranch, Inc.

        NGL South Ranch, Inc. is incorporated under the laws of the state of New Mexico. Section 53.11.4(B) of the New Mexico Business Corporation Act provides that a New Mexico corporation has the power to indemnify any person made a party to any proceeding by reason of the fact that the person is or was a director if: (1) the person acted in good faith; (2) the person reasonably believed: (a) in the case of conduct in the person's official capacity with the corporation, that the person's conduct was in the best interests; and (b) in all other cases, that the person's conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, the person had no reasonable cause to believe the person's conduct was unlawful. Indemnification may be made against judgments, penalties, fines, settlements and reasonable expenses, actually incurred by the person in connection with the proceeding; except that if the proceeding was by or in the right of the corporation, indemnification may be made only against such reasonable expenses and shall not be made in respect of any proceeding in which the person shall have been adjudged to be liable to the corporation. In addition, indemnification under Section 53.11.4(B) shall be made by the corporation unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in Section 53.11.4(B).

II-7

Item 21.    Exhibits and Financial Statement Schedules.

        (a)   The following documents are filed as exhibits to this Registration Statement, including those exhibits incorporated herein by reference to a prior filing of the Company under the Securities Act or the Exchange Act as indicated in parentheses:

Exhibit Number			Description
	1.1	*	Purchase Agreement, dated April 4, 2019, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the guarantors party thereto and RBC Capital Markets, LLC and Mizuho Securities USA LLC, as representatives of the initial purchasers named therein (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on April 9, 2019).
	2.1	*†	Asset Purchase and Sale Agreement, dated May 13, 2019, by and among NGL Energy Partners LP, Mesquite Disposals Unlimited, LLC and Mesquite SWD, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 8, 2019).
	2.2	*†	Membership Interest Purchase Agreement, dated as of August 7, 2019, between NGL Energy Operating LLC and Trajectory Acquisition Company LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8 K (File No. 001-35172) filed with the SEC on October 4, 2019).
	2.3	*†	Equity Purchase Agreement, dated as of September 25, 2019, by and among NGL Energy Partners LP, NGL Water Solutions Permian, LLC, Water Remainco, LLC, Hillstone Environmental Partners, LLC, GGCOF HEP Blocker II, LLC, GGCOF HEP Blocker, LLC, Golden Gate Capital Opportunity Fund-A, L.P., GGCOF AIV L.P. and GGCOF HEP Blocker II Holdings, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on November 1, 2019).
	3.1	*	Certificate of Limited Partnership of NGL Energy Partners LP (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-172186) filed on April 15, 2011).
	3.2	*	Certificate of Amendment to Certificate of Limited Partnership of NGL Energy Partners LP (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-172186) filed on April 15, 2011).
	3.3	*	Fifth Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP, dated as of April 2, 2019 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed on April 2, 2019).
	3.4	*	Sixth Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP, dated as of July 2, 2019 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed on July 8, 2019).
	3.5	*	Seventh Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP, dated as of October 31, 2019 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed on November 1, 2019).
	3.6	*	Certificate of Formation of NGL Energy Holdings LLC (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 (File No. 333-172186) filed on April 15, 2011).

II-8

Exhibit Number			Description
	3.7	*	Certificate of Amendment to Certificate of Formation of NGL Energy Holdings LLC (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form S-1 (File No. 333-172186) filed on April 15, 2011).
	3.8	*	Third Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed on February 28, 2013).
	3.9	*	Amendment No. 1 to Third Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC, dated as of August 6, 2013 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on August 7, 2013).
	3.10	*	Amendment No. 2 to Third Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC, dated as of June 27, 2014 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 3, 2014).
	3.11	*	Amendment No. 3 to Third Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC, dated as of June 24, 2016 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 001-35172) filed on June 28, 2016).
	3.12	*	Amendment No. 4 to Third Amended and Restated Limited Liability Company Agreement of NGL Energy Holdings LLC, dated as of August 20, 2019 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35172) filed on August 21, 2019).
	3.13	*	Certificate of Formation of NGL Energy Finance Corp. (incorporated by reference to Exhibit 3.13 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.14	*	Bylaws of NGL Energy Finance Corp. (incorporated by reference to Exhibit 3.14 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.15	*	Certificate of Formation of NGL Energy Operating LLC (incorporated by reference to Exhibit 3.15 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.16	*	Certificate of Amendment to Certificate of Formation of NGL Energy Operating LLC (incorporated by reference to Exhibit 3.16 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.17	*	Limited Liability Company Agreement of NGL Energy Operating LLC (incorporated by reference to Exhibit 3.17 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.18	*	First Amendment to the Limited Liability Company Agreement of NGL Energy Operating LLC (incorporated by reference to Exhibit 3.18 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.19	*	Certificate of Formation of NGL Crude Logistics, LLC (incorporated by reference to Exhibit 3.19 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).

II-9

Exhibit Number			Description
	3.20	*	Certificate of Amendment to Certificate of Formation of NGL Crude Logistics, LLC (incorporated by reference to Exhibit 3.20 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.21	*	Certificate of Amendment to Certificate of Formation of NGL Crude Logistics, LLC (incorporated by reference to Exhibit 3.21 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.22	*	Third Amended and Restated Limited Liability Company Agreement of NGL Crude Logistics, LLC (incorporated by reference to Exhibit 3.22 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.23	*	Certificate of Formation of NGL Liquids, LLC (incorporated by reference to Exhibit 3.26 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.24	*	Certificate of Amendment to Certificate of Formation of NGL Liquids, LLC (incorporated by reference to Exhibit 3.27 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.25	*	Second Amended and Restated Limited Liability Company Agreement of NGL Liquids, LLC (incorporated by reference to Exhibit 3.28 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.26	*	Articles of Organization of NGL Crude Transportation, LLC (incorporated by reference to Exhibit 3.29 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.27	*	Limited Liability Company Agreement of NGL Crude Transportation, LLC (incorporated by reference to Exhibit 3.30 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.28	*	Articles of Organization of NGL Crude Cushing, LLC (incorporated by reference to Exhibit 3.31 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.29	*	Amended Articles of Organization of NGL Crude Cushing, LLC (incorporated by reference to Exhibit 3.32 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.30	*	Second Amended and Restated Operating Agreement of NGL Crude Cushing, LLC (incorporated by reference to Exhibit 3.33 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.31	*	Articles of Organization of NGL Milan Investments, LLC (incorporated by reference to Exhibit 3.35 to the Registration Statement on Form S-4 (File No. 333-219059) filed on June 29, 2017).
	3.32	*	Limited Liability Company Agreement of NGL Milan Investments, LLC (incorporated by reference to Exhibit 3.36 to the Registration Statement on Form S-4 (File No. 333-219059) filed on June 29, 2017).
	3.33	*	Certificate of Formation of NGL Energy Logistics, LLC (incorporated by reference to Exhibit 3.46 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).

II-10

Exhibit Number			Description
	3.34	*	Certificate of Amendment of Certificate of Formation of NGL Energy Logistics, LLC (incorporated by reference to Exhibit 3.47 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.35	*	Amended and Restated Operating Agreement of NGL Energy Logistics, LLC (incorporated by reference to Exhibit 3.48 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.36	*	Certificate of Formation of NGL Energy Holdings II, LLC (incorporated by reference to Exhibit 3.49 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.37	*	Certificate of Amendment to Certificate of Formation of NGL Energy Holdings II, LLC (incorporated by reference to Exhibit 3.50 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.38	*	Certificate of Amendment to Certificate of Formation of NGL Energy Holdings II, LLC (incorporated by reference to Exhibit 3.51 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.39	*	Amended and Restated Operating Agreement of NGL Energy Holdings II, LLC (incorporated by reference to Exhibit 3.52 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.40	*	Certificate of Formation of NGL Crude Terminals, LLC (incorporated by reference to Exhibit 3.53 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.41	*	Certificate of Amendment to Certificate of Formation of NGL Crude Terminals, LLC (incorporated by reference to Exhibit 3.54 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.42	*	Amended and Restated Operating Agreement of NGL Crude Terminals, LLC (incorporated by reference to Exhibit 3.55 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.43	*	Articles of Organization of NGL Marine, LLC (incorporated by reference to Exhibit 3.62 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.44	*	Certificate of Amendment to Articles of Organization of NGL Marine, LLC (incorporated by reference to Exhibit 3.63 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.45	*	Second Amended and Restated Limited Liability Company Agreement of NGL Marine, LLC (incorporated by reference to Exhibit 3.64 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.46	*	Articles of Organization of Centennial Energy, LLC (incorporated by reference to Exhibit 3.77 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.47	*	Articles of Amendment to Articles of Organization of Centennial Energy, LLC (incorporated by reference to Exhibit 3.78 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).

II-11

Exhibit Number			Description
	3.48	*	Amended and Restated Limited Liability Company Agreement of Centennial Energy, LLC (incorporated by reference to Exhibit 3.79 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.49	*	Certificate of Incorporation of Centennial Gas Liquids ULC (incorporated by reference to Exhibit 3.80 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.50	*	Bylaw No. 1 of Centennial Gas Liquids ULC (incorporated by reference to Exhibit 3.81 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.51	*	Articles of Organization of NGL Supply Terminal Company, LLC (incorporated by reference to Exhibit 3.86 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.52	*	Limited Liability Company Agreement of NGL Supply Terminal Company, LLC (incorporated by reference to Exhibit 3.87 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.53	*	Certificate of Formation of NGL Supply Wholesale, LLC (incorporated by reference to Exhibit 3.88 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.54	*	Limited Liability Company Agreement of NGL Supply Wholesale, LLC (incorporated by reference to Exhibit 3.89 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.55	*	Articles of Organization of NGL Water Solutions, LLC (incorporated by reference to Exhibit 3.90 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.56	*	Articles of Amendment to Articles of Organization of NGL Water Solutions, LLC (incorporated by reference to Exhibit 3.91 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.57	*	Articles of Amendment to Articles of Organization of NGL Water Solutions, LLC (incorporated by reference to Exhibit 3.92 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.58	*	Articles of Amendment to Articles of Organization of NGL Water Solutions, LLC (incorporated by reference to Exhibit 3.93 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.59	*	Amended and Restated Limited Liability Company Agreement of NGL Water Solutions, LLC (incorporated by reference to Exhibit 3.94 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.60	*	Articles of Organization of AntiCline Disposal, LLC (incorporated by reference to Exhibit 3.95 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.61	*	First Amendment to Articles of Organization of AntiCline Disposal, LLC (incorporated by reference to Exhibit 3.96 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).

II-12

Exhibit Number			Description
	3.62	*	Second Amended and Restated Limited Liability Company Agreement of AntiCline Disposal, LLC (incorporated by reference to Exhibit 3.97 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.63	*	Articles of Organization of NGL Water Solutions DJ, LLC (incorporated by reference to Exhibit 3.98 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.64	*	Articles of Amendment to Articles of Organization of NGL Water Solutions DJ, LLC (incorporated by reference to Exhibit 3.99 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.65	*	Articles of Amendment to Articles of Organization of NGL Water Solutions DJ, LLC (incorporated by reference to Exhibit 3.100 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.66	*	Amended and Restated Limited Liability Company Agreement of NGL Water Solutions DJ, LLC (incorporated by reference to Exhibit 3.101 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.67	*	Certificate of Formation of NGL Water Solutions Eagle Ford, LLC (incorporated by reference to Exhibit 3.102 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.68	*	Certificate of Amendment to Certificate of Formation of NGL Water Solutions Eagle Ford, LLC (incorporated by reference to Exhibit 3.103 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.69	*	Amended and Restated Limited Liability Company Agreement of NGL Water Solutions Eagle Ford, LLC (incorporated by reference to Exhibit 3.104 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.70	*	Articles of Organization of NGL Water Solutions Permian, LLC (incorporated by reference to Exhibit 3.105 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.71	*	Articles of Amendment to Articles of Organization of NGL Water Solutions Permian, LLC (incorporated by reference to Exhibit 3.106 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.72	*	Amended and Restated Limited Liability Company Agreement of NGL Water Solutions Permian, LLC (incorporated by reference to Exhibit 3.107 to the Registration Statement on Form S-4 (File No. 333-197341) filed on December 24, 2014).
	3.73	*	Certificate of Formation of TransMontaigne LLC (incorporated by reference to Exhibit 3.98 to the Registration Statement on Form S-4 (File No. 333-219059) filed on June 29, 2017).
	3.74	*	First Amended and Restated Limited Liability Company of TransMontaigne LLC (incorporated by reference to Exhibit 3.99 to the Registration Statement on Form S-4 (File No. 333-219059) filed on June 29, 2017).
	3.75	*	Certificate of Formation of TransMontaigne Services LLC (incorporated by reference to Exhibit 3.103 to the Registration Statement on Form S-4 (File No. 333-219059) filed on June 29, 2017).

II-13

Exhibit Number			Description
	3.76	*	Limited Liability Company of TransMontaigne Services LLC (incorporated by reference to Exhibit 3.104 to the Registration Statement on Form S-4 (File No. 333-219059) filed on June 29, 2017).
	3.77	*	Certificate of Formation of Grand Mesa Pipeline, LLC (incorporated by reference to Exhibit 3.110 to the Registration Statement on Form S-4 (File No. 333-219059) filed on June 29, 2017).
	3.78	*	First Amended and Restated Limited Liability Company Agreement of Grand Mesa Pipeline, LLC (incorporated by reference to Exhibit 3.111 to the Registration Statement on Form S-4 (File No. 333-219059) filed on June 29, 2017).
	3.79	*	Articles of Organization of NGL Energy Equipment LLC (incorporated by reference to Exhibit 3.116 to the Registration Statement on Form S-4 (File No. 333-219059) filed on June 29, 2017).
	3.80	*	Limited Liability Company Agreement of NGL Energy Equipment LLC (incorporated by reference to Exhibit 3.117 to the Registration Statement on Form S-4 (File No. 333-219059) filed on June 29, 2017).
	3.81	*	Certificate of Formation of Choya Operating, LLC (incorporated by reference to Exhibit 3.118 to the Registration Statement on Form S-4 (File No. 333-219059) filed on June 29, 2017).
	3.82	*	Second Amended and Restated Company Agreement of Choya Operating, LLC (incorporated by reference to Exhibit 3.119 to the Registration Statement on Form S-4 (File No. 333-219059) filed on June 29, 2017).
	3.83	**	Articles of Incorporation of NGL Ranch Holdings, Inc.
	3.84	**	Articles of Merger of NGL Ranch Holdings, Inc. into Beckham Ranch, Inc.
	3.85	**	Articles of Amendment to the Articles of Incorporation of Beckham Ranch, Inc.
	3.86	**	Amended and Restated Bylaws of NGL South Ranch, Inc.
	3.87	**	Certificate of Formation of NGL Water Pipelines, LLC.
	3.88	**	Certificate of Amendment to Certificate of Formation of NGL Water Pipelines, LLC.
	3.89	**	Amended and Restated Company Agreement of NGL Water Pipelines, LLC.
	3.90	**	Certificate of Formation of Cypress Energy Partners—Orla SWD, LLC.
	3.91	**	Certificate of Amendment to Certificate of Formation of Cypress Energy Partners—Orla SWD, LLC.
	3.92	**	First Amended and Restated Limited Liability Company Agreement of NGL Water Solutions—Orla SWD, LLC.
	3.93	**	Certificate of Formation of NGL Delaware Basin Holdings, LLC.
	3.94	**	Limited Liability Company Agreement of NGL Delaware Basin Holdings, LLC.
	3.95	**	Certificate of Formation of AWR Disposal, LLC
	3.96	**	Amended and Restated Limited Liability Company Agreement of AWR Disposal, LLC
	3.97	**	Certificate of Formation of DACO Permian 76, LLC

II-14

Exhibit Number			Description
	3.98	**	Third Amended and Restated Limited Liability Company Agreement of DACO Permian 76, LLC
	3.99	**	Certificate of Formation of GGCOF HEP Blocker II, LLC
	3.100	**	Second Amended and Restated Operating Agreement of GGCOF HEP Blocker II, LLC
	3.101	**	Certificate of Formation of GGCOF HEP Blocker, LLC
	3.102	**	Second Amended and Restated Operating Agreement of GGCOF HEP Blocker, LLC
	3.103	**	Certificate of Formation of HEP Intermediate Holdco Sub, LLC
	3.104	**	Amended and Restated Limited Liability Company Agreement of HEP Intermediate Holdco Sub, LLC
	3.105	**	Certificate of Formation of HEP Intermediate Holdco, LLC
	3.106	**	Amended and Restated Limited Liability Company Agreement of HEP Intermediate Holdco, LLC
	3.107	**	Certificate of Formation of HEP Operations Holdings, LLC
	3.108	**	Amended and Restated Limited Liability Company Agreement of HEP Operations Holdings, LLC
	3.109	**	Certificate of Formation of HEP Operations, LLC
	3.110	**	Amended and Restated Limited Liability Company Agreement of HEP Operations, LLC
	3.111	**	Certificate of Formation of HEP Shalewater Solutions, LLC
	3.112	**	Amended and Restated Limited Liability Company Agreement of HEP Shalewater Solutions, LLC
	3.113	**	Certificate of Formation of Thor Capital, LLC
	3.114	**	Certificate of Amendment to Certificate of Formation of Thor Capital, LLC
	3.115	**	Second Amended and Restated Limited Liability Company Agreement of Hillstone DACO 76, LLC
	3.116	**	Certificate of Formation of Hillstone DACO Permian, LLC
	3.117	**	Third Amended and Restated Agreement of Hillstone DACO Permian, LLC
	3.118	**	Certificate of Formation of Hillstone Environmental Partners, LLC
	3.119	**	Third Amended and Restated Limited Liability Company Agreement of Hillstone Environmental Partners, LLC
	3.120	**	Certificate of Formation of Hillstone Permian Adams, LLC
	3.121	**	Amended and Restated Limited Liability Company Agreement of Hillstone Permian Adams, LLC
	3.122	**	Certificate of Formation of Hillstone Permian Arthur, LLC
	3.123	**	Amended and Restated Limited Liability Company Agreement of Hillstone Permian Arthur, LLC
	3.124	**	Certificate of Formation of Hillstone Permian Cleveland, LLC

II-15

Exhibit Number			Description
	3.125	**	Amended and Restated Limited Liability Company Agreement of Hillstone Permian Cleveland, LLC
	3.126	**	Certificate of Formation of Challenger Fortress SWD, LLC
	3.127	**	Certificate of Amendment of Challenger Fortress SWD, LLC
	3.128	**	Third Amended and Restated Limited Liability Company Agreement of Hillstone Permian Fortress, LLC
	3.129	**	Certificate of Formation of Hillstone Permian Garfield, LLC
	3.130	**	Amended and Restated Limited Liability Company Agreement of Hillstone Permian Garfield, LLC
	3.131	**	Certificate of Formation of Hillstone Permian Hamilton, LLC
	3.132	**	Amended and Restated Limited Liability Company Agreement of Hillstone Permian Hamilton, LLC
	3.133	**	Certificate of Formation of Hillstone Permian Harrison, LLC
	3.134	**	Amended and Restated Limited Liability Company Agreement of Hillstone Permian Harrison, LLC
	3.135	**	Certificate of Formation of Hillstone Permian Hayes, LLC
	3.136	**	Amended and Restated Limited Liability Company Agreement of Hillstone Permian Hayes, LLC
	3.137	**	Certificate of Formation of Hillstone Permian Knox, LLC
	3.138	**	Amended and Restated Limited Liability Company Agreement of Hillstone Permian Knox, LLC
	3.139	**	Certificate of Formation of Hillstone Permian Madison, LLC
	3.140	**	Amended and Restated Limited Liability Company Agreement of Hillstone Permian Madison, LLC
	3.141	**	Certificate of Formation of Hillstone Permian McKinley, LLC
	3.142	**	Amended and Restated Limited Liability Company Agreement of Hillstone Permian McKinley, LLC
	3.143	**	Certificate of Formation of Hillstone Permian Monroe, LLC
	3.144	**	Amended and Restated Limited Liability Company Agreement of Hillstone Permian Monroe, LLC
	3.145	**	Certificate of Formation of Hillstone Permian Pipeline Loving BR, LLC
	3.146	**	Amended and Restated Limited Liability Company Agreement of Hillstone Permian Pipeline Loving BR, LLC
	3.147	**	Certificate of Formation of BigRig, LLC
	3.148	**	Certificate of Amendment to Certificate of Formation of BigRig, LLC
	3.149	**	Amended and Restated Limited Liability Company Agreement of Hillstone Permian Pipeline, LLC

II-16

Exhibit Number			Description
	3.150	**	Certificate of Formation of Saguaro Permian Energy, LLC
	3.151	**	Certificate of Amendment to Certificate of Formation of Saguaro Permian Energy, LLC
	3.152	**	Second Amended and Restated Limited Liability Company Agreement of Hillstone Permian Poker Lake, LLC
	3.153	**	Certificate of Formation of Hillstone Permian Rattlesnake, LLC
	3.154	**	Amended and Restated Limited Liability Company Agreement of Hillstone Permian Rattlesnake, LLC
	3.155	**	Certificate of Formation of Forester Opco, LLC
	3.156	**	Certificate of Amendment to Certificate of Formation of Forester Opco, LLC
	3.157	**	Second Amended and Restated Limited Liability Company Agreement of Hillstone Permian Reagan, LLC
	3.158	**	Certificate of Formation of Hillstone Permian Roosevelt, LLC
	3.159	**	Amended and Restated Limited Liability Company Agreement of Hillstone Permian Roosevelt, LLC
	3.160	**	Certificate of Formation of Hillstone Permian Shultz, LLC
	3.161	**	Amended and Restated Limited Liability Company Agreement of Hillstone Permian Shultz, LLC
	3.162	**	Certificate of Formation of Golden Coast IV, LLC
	3.163	**	Certificate of Amendment to Certificate of Formation of Golden Coast IV, LLC
	3.164	**	Amended and Restated Limited Liability Company Agreement of Hillstone Permian St. Lucia, LLC
	3.165	**	Certificate of Formation of Hillstone Permian Taft, LLC
	3.166	**	Amended and Restated Limited Liability Company Agreement of Hillstone Permian Taft, LLC
	3.167	**	Certificate of Formation of Hillstone Permian Wilson, LLC
	3.168	**	Amended and Restated Limited Liability Company Agreement of Hillstone Permian Wilson, LLC
	3.169	**	Certificate of Formation of Loving Fortress, LLC
	3.170	**	Second Amended and Restated Limited Liability Company Agreement of Loving Fortress, LLC
	3.171	**	Certificate of Formation of Red Rock Midstream, LLC
	3.172	**	Second Amended and Restated Limited Liability Company Agreement of Red Rock Midstream, LLC
	3.173	**	Certificate of Formation of Sand Lake Midstream, LLC
	3.174	**	Amended and Restated Limited Liability Company Agreement of Sand Lake Midstream, LLC

II-17

Exhibit Number			Description
	4.1	*	First Amended and Restated Registration Rights Agreement, dated October 3, 2011, by and among the Partnership, Hicks Oils & Hicksgas, Incorporated, NGL Holdings, Inc., Krim2010, LLC, Infrastructure Capital Management, LLC, Atkinson Investors, LLC, E. Osterman Propane, Inc. and the other holders party thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed on October 7, 2011).
	4.2	*	Amendment No. 1 and Joinder to First Amended and Restated Registration Rights Agreement dated as of November 1, 2011 by and among the Partnership and SemStream (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed on November 4, 2011).
	4.3	*	Amendment No. 2 and Joinder to First Amended and Restated Registration Rights Agreement, dated January 3, 2012, by and among NGL Energy Holdings LLC, Liberty Propane, L.L.C., Pacer-Enviro Propane, L.L.C., Pacer-Pittman Propane, L.L.C., Pacer-Portland Propane, L.L.C., Pacer Propane (Washington), L.L.C., Pacer-Salida Propane, L.L.C. and Pacer-Utah Propane, L.L.C. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed on January 9, 2012).
	4.4	*	Amendment No. 3 and Joinder to First Amended and Restated Registration Rights Agreement, dated May 1, 2012, by and between NGL Energy Holdings LLC and Downeast Energy Corp. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on May 4, 2012).
	4.5	*	Amendment No. 4 and Joinder to First Amended and Restated Registration Rights Agreement, dated June 19, 2012, by and between NGL Energy Holdings LLC and NGP M&R HS LP LLC (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on June 25, 2012).
	4.6	*	Amendment No. 5 and Joinder to First Amended and Restated Registration Rights Agreement, dated October 1, 2012, by and between NGL Energy Holdings LLC and Enstone, LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on October 3, 2012).
	4.7	*	Amendment No. 6 and Joinder to First Amended and Restated Registration Rights Agreement, dated November 13, 2012, by and between NGL Energy Holdings LLC and Gerald L. Jensen, Thrift Opportunity Holdings, LP, Jenco Petroleum Corporation, Caritas Trust, Animosus Trust and Nitor Trust (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on November 19, 2012).
	4.8	*	Amendment No. 7 and Joinder to First Amended and Restated Registration Rights Agreement, dated as of August 1, 2013, by and among NGL Energy Holdings LLC, Oilfield Water Lines, LP and Terry G. Bailey (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on August 7, 2013).
	4.9	*	Amendment No. 8 and Joinder to First Amended and Restated Registration Rights Agreement, dated as of February 17, 2015, by and among NGL Energy Holdings LLC and Magnum NGL Holdco LLC (incorporated by reference to Exhibit 4.9 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2015 filed with the SEC on June 1, 2015).

II-18

Exhibit Number			Description
	4.10	*	Amendment No. 9 and Joinder to First Amended and Restated Registration Rights Agreement, dated as of February 25, 2016, by and among NGL Energy Holdings LLC and Magnum NGL Holdco LLC (incorporated by reference to Exhibit 4.10 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2016 filed with the SEC on May 31, 2016).
	4.11	*	Registration Rights Agreement, dated December 2, 2013, by and among NGL Energy Partners LP and the purchasers set forth on Schedule A thereto (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on December 5, 2013).
	4.12	*	Indenture, dated as of October 24, 2016, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed on October 24, 2016).
	4.13	*	Form of 7.5% Senior Notes due 2023 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-35172) filed on October 24, 2016).
	4.14	*	Registration Rights Agreement, dated as of October 24, 2016, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the guarantors listed therein on Exhibit A and Barclays Capital Inc. as representative of the several initial purchasers (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on October 24, 2016).
	4.15	*	First Supplemental Indenture, dated as of February 21, 2017, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.8 to the Quarterly Report on Form 10-Q (File No. 001-35172) filed with the SEC on February 11, 2019).
	4.16	*	Second Supplemental Indenture, dated as of July 18, 2018, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.9 to the Quarterly Report on Form 10-Q (File No. 001-35172) filed with the SEC on February 11, 2019).
	4.17	*	Third Supplemental Indenture, dated as of January 25, 2019, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.10 to the Quarterly Report on Form 10-Q (File No. 001-35172) filed with the SEC on February 11, 2019).
	4.18	*	Fourth Supplemental Indenture, dated as of October 31, 2019, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q (File No. 001-35172) filed with the SEC on November 8, 2019).
	4.19	**	Fifth Supplemental Indenture, dated as of December 27, 2019, by and among NGL Energy Partners LP, NGL Energy Finance corp., the Guaranteeing Subsidiaries party thereto, the Guararantors party thereto and U.S. Bank National Association, as Trustee.

II-19

Exhibit Number			Description
	4.20	*	Indenture, dated as of February 22, 2017, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed on February 22, 2017).
	4.21	*	Forms of 6.125% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-35172) filed on February 22, 2017).
	4.22	*	Registration Rights Agreement, dated as of February 22, 2017, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the guarantors listed therein on Exhibit A and RBC Capital Markets, LLC and Deutsche Bank Securities Inc. as representative of the several initial purchasers (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on February 22, 2017).
	4.23	*	First Supplemental Indenture, dated as of July 18, 2018, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.11 to the Quarterly Report on Form 10-Q (File No. 001-35172) filed with the SEC on February 11, 2019).
	4.24	*	Second Supplemental Indenture, dated as of January 25, 2019, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.12 to the Quarterly Report on Form 10-Q (File No. 001-35172) filed with the SEC on February 11, 2019).
	4.25	*	Third Supplemental Indenture, dated as of October 31, 2019, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.4 to the Quarterly Report on Form 10-Q (File No. 001-35172) filed with the SEC on November 8, 2019).
	4.26	**	Fourth Supplemental Indenture, dated as of December 27, 2019, by and among NGL Energy Partners LP, NGL Energy Finance corp., the Guaranteeing Subsidiaries party thereto, the Guararantors party thereto and U.S. Bank National Association, as Trustee.
	4.27	*	Indenture, dated as of April 9, 2019, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the guarantors party thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed on April 9, 2019).
	4.28	*	First Supplemental Indenture, dated as of October 31, 2019, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the Guaranteeing Subsidiaries party thereto, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.5 to the Quarterly Report on Form 10-Q (File No. 001-35172) filed with the SEC on November 8, 2019).
	4.29	**	Second Supplemental Indenture, dated as of December 27, 2019, by and among NGL Energy Partners LP, NGL Energy Finance corp., the Guaranteeing Subsidiaries party thereto, the Guararantors party thereto and U.S. Bank National Association, as Trustee.
	4.30	*	Forms of 7.5% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-35172) filed on April 9, 2019).

II-20

Exhibit Number			Description
	4.31	*	Registration Rights Agreement, dated as of April 9, 2019, by and among NGL Energy Partners LP, NGL Energy Finance Corp., the guarantors listed therein on Exhibit A and RBC Capital Markets, LLC and Mizuho Securities USA LLC, as representatives of the several initial purchasers (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on April 9, 2019).
	4.32	*	Amended and Restated Registration Rights Agreement, dated as of October 31, 2019, by and among NGL Energy Partners LP, EIG Neptune Equity Aggregator, L.P., FS Energy and Power Fund and GCM Pellit Holdings, LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on November 1, 2019).
	5.1	**	Opinion of Hunton Andrews Kurth LLP.
	5.2	**	Opinion of Arkan Haile.
	5.3	**	Opinion of Kurston McMurray.
	5.4	**	Opinion of Holland & Hart LLP.
	5.5	**	Opinion of Brownstein Hyatt Farber Schreck, LLP.
	5.6	**	Opinion of Norton Rose Fulbright Canada LLP.
	10.1	*	Common Unit Purchase Agreement, dated November 5, 2013, by and among NGL Energy Partners LP and the purchasers listed on Schedule A thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on December 5, 2013).
	10.2	+	Letter Agreement among Silverthorne Energy Holdings LLC, Shawn W. Coady and Todd M. Coady dated October 14, 2010 (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1 (File No. 333-172186) filed on April 15, 2011).
	10.3	+	NGL Energy Partners LP 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed on May 17, 2011).
	10.4	+	Form of Restricted Unit Award Agreement under the NGL Energy Partners LP 2011 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 001-35172) for the quarter ended June 30, 2012 filed with the SEC on August 14, 2012).
	10.5	*	NGL Performance Unit Program (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K (File No. 001-35172) for the year ended March 31, 2015 filed with the SEC on June 1, 2015).
	10.6	*	Amended and Restated Credit Agreement, dated as of February 14, 2017, by and among NGL Energy Partners LP, NGL Energy Operating LLC, the subsidiary guarantors party thereto, Deutsche Bank Trust Company Americas, Deutsche Bank AG, New York Branch, and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed on February 15, 2017).

II-21

Exhibit Number			Description
	10.7	*	Amendment No. 1 to Amended and Restated Credit Agreement, dated as of March 31, 2017, among the Partnership, NGL Energy Operating LLC, the other subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas, and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed on April 5, 2017).
	10.8	*	Amendment No. 2 to Amended and Restated Credit Agreement, dated as of March 31, 2017, among the Partnership, NGL Energy Operating LLC, the other subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas, and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed on June 5, 2017).
	10.9	*	Amendment No. 3 to Amended and Restated Credit Agreement, dated as of February 5, 2018, among NGL Energy Partners LP, NGL Energy Operating LLC, the other subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas, and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-35172) for the quarter ended December 31, 2017 filed with the SEC on February 9, 2018).
	10.10	*	Amendment No. 4 to Amended and Restated Credit Agreement, dated as of March 6, 2018, among the Partnership, NGL Energy Operating LLC, the other subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas, and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on March 8, 2018).
	10.11	*	Amendment No. 5 to Amended and Restated Credit Agreement, dated as of May 24, 2018, among the Partnership, NGL Energy Operating LLC, the other subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas, and the other financial institutions party thereto (incorporated reference to Exhibit 10.6 to the Annual Report on Form 10-K (File No. 001-35172) filed with the SEC on May 30, 2018).
	10.12	*	Amendment No. 6 to Amended and Restated Credit Agreement, dated as of July 5, 2018, among the Partnership, NGL Energy Operating LLC, the other subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas, and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 10, 2018).
	10.13	*	Amendment No. 7 to Amended and Restated Credit Agreement, dated as of February 6, 2019, among the Partnership, NGL Energy Operating LLC, the other subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas, and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-35172) filed with the SEC on February 11, 2019).
	10.14	*	Amendment No. 8 to Amended and Restated Credit Agreement, dated as of June 26, 2019, among the Partnership, NGL Energy Operating LLC, the other subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas, and the other financial institutions party thereto (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-35172) filed with the SEC on July 2, 2019).

II-22

Exhibit Number			Description
	10.15	*	Amendment No. 9 to Amended and Restated Credit Agreement, dated as of October 30, 2019, among the Partnership, NGL Energy Operating LLC, the other subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas, and the other financial institutions party thereto (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on November 1, 2019).
	10.16	*	Class D Preferred Unit and Warrant Purchase Agreement, dated July 2, 2019, by and among the NGL Energy Partners LP , EIG Neptune Equity Aggregator, L.P. and FS Energy and Power Fund (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 8, 2019).
	10.17	*	Letter Agreement, dated July 2, 2019, by and among NGL Energy Partners LP, Mesquite Disposals Unlimited, LLC and Mesquite SWD, Inc. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 8, 2019).
	10.18	*	Term Credit Agreement, dated July 2, 2019, by and among NGL Energy Operating LLC, as Borrower, NGL Energy Partners LP, the lenders thereto and TD Dominion (Texas LLC), as the administrative agent (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on July 8, 2019).
	10.19	*	Amendment No. 1 to Term Credit Agreement, dated as of October 30, 2019, by and among NGL Energy Operating LLC, as Borrower, NGL Energy Partners LP, the subsidiary borrowers party thereto, Toronto-Dominion Bank, New York Branch, Toronto Dominion (Texas) LLC and the other financial institutions party thereto (incorporated by reference to Exhibit 10.4 to the Current Report on 8-K (File No. 001-35172) filed with the SEC on November 1, 2019).
	10.20	*	Class D Preferred Unit and Warrant Purchase Agreement, dated September 25, 2019, by and among NGL Energy Partners LP, EIG Neptune Equity Aggregator, L.P., FS Energy and Power Fund and GCM Pellit Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-35172) filed with the SEC on September 30, 2019).
	23.1	**	Consent of Grant Thornton LLP
	23.2	**	Consent of PricewaterhouseCoopers LLP
	23.3	**	Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1)
	23.4	**	Consent of Arkan Haile (included in Exhibit 5.2)
	23.5	**	Consent of Kurston McMurray (included in Exhibit 5.3)
	23.6	**	Consent of Holland & Hart LLP (included in Exhibit 5.4)
	23.7	**	Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.5)
	23.8	**	Consent of Norton Rose Fulbright Canada LLP (included in Exhibit 5.6)
	24.1	**	Power of Attorney (included in the signature pages attached hereto)
	25.1	**	Statement of Eligibility on Form T-1 of U.S. Bank National Association
	99.1	**	Letter of Transmittal

*

Incorporated by reference, as indicated.

II-23

**

Filed herewith.

+

Management contracts or compensatory plans or arrangements.

†

Exhibits and Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Partnership agrees to furnish a supplemental copy of any such omitted Exhibit or Schedule to the United States Securities and Exchange Commission upon request.

Item 22.    Undertakings.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants, we have been advised that, in the opinion of the United States Securities and Exchange Commission, such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by any registrant of expenses incurred or paid by a director, officer or controlling person of a registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        Each registrant hereby undertakes:

        To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

        (a)   include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

        (b)   reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

        (c)   to include any material information with respect to the plan of distribution not previously disclosed in this registration statement, or any material change to such information in this registration statement.

        That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

        That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if such registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B

II-24

or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

        That, for the purpose of determining liability of such registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of such registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

        (a)   preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

        (b)   any free writing prospectus relating to the offering prepared by or on behalf of such registrant or used or referred to by the undersigned registrants;

        (c)   the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of such registrant; and

        (d)   any other communication that is an offer in the offering made by such registrant to the purchaser.

        That, for purposes of determining any liability under the Securities Act of 1933, each filing of a registrant annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to, and meeting the requirements of, Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

        To respond to requests for information that are incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-25

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 9, 2020.

NGL ENERGY PARTNERS LP
By:	NGL Energy Holdings LLC, its general partner
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints H. Michael Krimbill and Robert W. Karlovich III his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including any and all post-effective amendments, and to file the same with all exhibits thereto and other documents necessary or advisable in connection therewith, with the United States Securities and Exchange Commission, granting unto such attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ H. MICHAEL KRIMBILL H. Michael Krimbill	Chief Executive Officer and Director (Principal Executive Officer)	January 9, 2020
/s/ ROBERT W. KARLOVICH III Robert W. Karlovich III	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	January 9, 2020
/s/ LAWRENCE W. THUILLIER Lawrence W. Thuillier	Chief Accounting Officer (Principal Accounting Officer)	January 9, 2020
/s/ BRIAN BOLAND Brian Boland	Director	January 9, 2020

Signature	Title	Date
/s/ SHAWN W. COADY Shawn W. Coady	Director	January 9, 2020
/s/ JAMES M. COLLINGSWORTH James M. Collingsworth	Director	January 9, 2020
/s/ STEPHEN L. CROPPER Stephen L. Cropper	Director	January 9, 2020
/s/ BRYAN K. GUDERIAN Bryan K. Guderian	Director	January 9, 2020
/s/ JOHN RAYMOND John Raymond	Director	January 9, 2020
/s/ DEREK REINERS Derek Reiners	Director	January 9, 2020

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 9, 2020.

NGL ENERGY FINANCE CORP.
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer and President

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints H. Michael Krimbill and Robert W. Karlovich III his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including any and all post-effective amendments, and to file the same with all exhibits thereto and other documents necessary or advisable in connection therewith, with the United States Securities and Exchange Commission, granting unto such attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ H. MICHAEL KRIMBILL H. Michael Krimbill	Chief Executive Officer and Sole Director (Principal Executive Officer)	January 9, 2020
/s/ ROBERT W. KARLOVICH III Robert W. Karlovich III	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 9, 2020

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 9, 2020.

CENTENNIAL GAS LIQUIDS ULC
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints H. Michael Krimbill and Robert W. Karlovich III his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including any and all post-effective amendments, and to file the same with all exhibits thereto and other documents necessary or advisable in connection therewith, with the United States Securities and Exchange Commission, granting unto such attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ H. MICHAEL KRIMBILL H. Michael Krimbill	Chief Executive Officer and President (Principal Executive Officer)	January 9, 2020
/s/ ROBERT W. KARLOVICH III Robert W. Karlovich III	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 9, 2020
/s/ JEFF PINTER Jeff Pinter	Director	January 9, 2020
/s/ CHRIS STEVENS Chris Stevens	Director	January 9, 2020
/s/ DOUG WHITE Doug White	Director	January 9, 2020

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 9, 2020.

ANTICLINE DISPOSAL, LLC NGL DELAWARE BASIN HOLDINGS, LLC NGL WATER SOLUTIONS DJ, LLC NGL WATER SOLUTIONS EAGLE FORD, LLC NGL WATER SOLUTIONS PERMIAN, LLC
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints H. Michael Krimbill and Robert W. Karlovich III his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including any and all post-effective amendments, and to file the same with all exhibits thereto and other documents necessary or advisable in connection therewith, with the United States Securities and Exchange Commission, granting unto such attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ H. MICHAEL KRIMBILL H. Michael Krimbill	Chief Executive Officer (Principal Executive Officer)	January 9, 2020
/s/ ROBERT W. KARLOVICH III Robert W. Karlovich III	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 9, 2020

NGL WATER SOLUTIONS, LLC, its sole member
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer
	Date:	January 9, 2020

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 9, 2020.

CENTENNIAL ENERGY, LLC NGL SUPPLY TERMINAL COMPANY, LLC NGL SUPPLY WHOLESALE, LLC
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints H. Michael Krimbill and Robert W. Karlovich III his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including any and all post-effective amendments, and to file the same with all exhibits thereto and other documents necessary or advisable in connection therewith, with the United States Securities and Exchange Commission, granting unto such attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ H. MICHAEL KRIMBILL H. Michael Krimbill	Chief Executive Officer (Principal Executive Officer)	January 9, 2020
/s/ ROBERT W. KARLOVICH III Robert W. Karlovich III	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 9, 2020

NGL LIQUIDS, LLC, its sole member
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer
	Date:	January 9, 2020

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 9, 2020.

NGL CRUDE TRANSPORTATION, LLC NGL CRUDE CUSHING, LLC NGL ENERGY LOGISTICS, LLC NGL ENERGY HOLDINGS II, LLC
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints H. Michael Krimbill and Robert W. Karlovich III his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including any and all post-effective amendments, and to file the same with all exhibits thereto and other documents necessary or advisable in connection therewith, with the United States Securities and Exchange Commission, granting unto such attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ H. MICHAEL KRIMBILL H. Michael Krimbill	Chief Executive Officer (Principal Executive Officer)	January 9, 2020
/s/ ROBERT W. KARLOVICH III Robert W. Karlovich III	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 9, 2020

NGL CRUDE LOGISTICS, LLC, its sole member
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer
	Date:	January 9, 2020

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 9, 2020.

NGL CRUDE TERMINALS, LLC NGL MARINE, LLC NGL MILAN INVESTMENTS, LLC
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints H. Michael Krimbill and Robert W. Karlovich III his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including any and all post-effective amendments, and to file the same with all exhibits thereto and other documents necessary or advisable in connection therewith, with the United States Securities and Exchange Commission, granting unto such attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ H. MICHAEL KRIMBILL H. Michael Krimbill	Chief Executive Officer (Principal Executive Officer)	January 9, 2020
/s/ ROBERT W. KARLOVICH III Robert W. Karlovich III	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 9, 2020

NGL CRUDE TRANSPORTATION, LLC, its sole member
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer
	Date:	January 9, 2020

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 9, 2020.

GRAND MESA PIPELINE, LLC
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints H. Michael Krimbill and Robert W. Karlovich III his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including any and all post-effective amendments, and to file the same with all exhibits thereto and other documents necessary or advisable in connection therewith, with the United States Securities and Exchange Commission, granting unto such attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ H. MICHAEL KRIMBILL H. Michael Krimbill	Chief Executive Officer (Principal Executive Officer)	January 9, 2020
/s/ ROBERT W. KARLOVICH III Robert W. Karlovich III	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 9, 2020

NGL CRUDE TERMINALS, LLC, its sole member
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer
	Date:	January 9, 2020

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 9, 2020.

NGL CRUDE LOGISTICS, LLC NGL LIQUIDS, LLC NGL WATER SOLUTIONS, LLC TRANSMONTAIGNE LLC
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints H. Michael Krimbill and Robert W. Karlovich III his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including any and all post-effective amendments, and to file the same with all exhibits thereto and other documents necessary or advisable in connection therewith, with the United States Securities and Exchange Commission, granting unto such attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ H. MICHAEL KRIMBILL H. Michael Krimbill	Chief Executive Officer (Principal Executive Officer)	January 9, 2020
/s/ ROBERT W. KARLOVICH III Robert W. Karlovich III	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 9, 2020

NGL ENERGY OPERATING LLC, its sole member
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer
	Date:	January 9, 2020

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 9, 2020.

CHOYA OPERATING, LLC
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints H. Michael Krimbill and Robert W. Karlovich III his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including any and all post-effective amendments, and to file the same with all exhibits thereto and other documents necessary or advisable in connection therewith, with the United States Securities and Exchange Commission, granting unto such attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ H. MICHAEL KRIMBILL H. Michael Krimbill	Chief Executive Officer (Principal Executive Officer)	January 9, 2020
/s/ ROBERT W. KARLOVICH III Robert W. Karlovich III	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 9, 2020

NGL WATER SOLUTIONS EAGLE FORD, LLC, its sole member
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer
	Date:	January 9, 2020

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 9, 2020.

NGL ENERGY OPERATING LLC NGL ENERGY EQUIPMENT LLC
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints H. Michael Krimbill and Robert W. Karlovich III his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including any and all post-effective amendments, and to file the same with all exhibits thereto and other documents necessary or advisable in connection therewith, with the United States Securities and Exchange Commission, granting unto such attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ H. MICHAEL KRIMBILL H. Michael Krimbill	Chief Executive Officer (Principal Executive Officer)	January 9, 2020
/s/ ROBERT W. KARLOVICH III Robert W. Karlovich III	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 9, 2020

NGL ENERGY PARTNERS LP, its sole member
By:	NGL ENERGY HOLDINGS LLC, its general partner
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer and President
	Date:	January 9, 2020

SIGNATURES

        Pursuant to the requirements of the Securities Act, the following registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 9, 2020.

TRANSMONTAIGNE SERVICES LLC
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints H. Michael Krimbill and Robert W. Karlovich III his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including any and all post-effective amendments, and to file the same with all exhibits thereto and other documents necessary or advisable in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ H. MICHAEL KRIMBILL H. Michael Krimbill	Chief Executive Officer (Principal Executive Officer)	January 9, 2020
/s/ ROBERT W. KARLOVICH III Robert W. Karlovich III	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 9, 2020

NGL Energy Operating LLC, its sole member
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer and President
	Date:	January 9, 2020

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 9, 2020.

NGL WATER PIPELINES, LLC NGL WATER SOLUTIONS—ORLSA SWD, LLC
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints H. Michael Krimbill and Robert W. Karlovich III his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including any and all post-effective amendments, and to file the same with all exhibits thereto and other documents necessary or advisable in connection therewith, with the United States Securities and Exchange Commission, granting unto such attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ H. MICHAEL KRIMBILL H. Michael Krimbill	Chief Executive Officer (Principal Executive Officer)	January 9, 2020
/s/ ROBERT W. KARLOVICH III Robert W. Karlovich III	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 9, 2020

NGL WATER SOLUTIONS PERMIAN, LLC, its sole member
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer
	Date:	January 9, 2020

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 9, 2020.

NGL SOUTH RANCH, INC.
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer and President

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints H. Michael Krimbill and Robert W. Karlovich III his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including any and all post-effective amendments, and to file the same with all exhibits thereto and other documents necessary or advisable in connection therewith, with the United States Securities and Exchange Commission, granting unto such attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ H. MICHAEL KRIMBILL H. Michael Krimbill	Chief Executive Officer and Director (Principal Executive Officer)	January 9, 2020
/s/ ROBERT W. KARLOVICH III Robert W. Karlovich III	Executive Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer)	January 9, 2020
/s/ DOUG WHITE Doug White	Director	January 9, 2020

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 9, 2020.

AWR DISPOSAL, LLC
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints H. Michael Krimbill and Robert W. Karlovich III his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including any and all post-effective amendments, and to file the same with all exhibits thereto and other documents necessary or advisable in connection therewith, with the United States Securities and Exchange Commission, granting unto such attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ H. MICHAEL KRIMBILL H. Michael Krimbill	Chief Executive Officer (Principal Executive Officer)	January 9, 2020
/s/ ROBERT W. KARLOVICH III Robert W. Karlovich III	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 9, 2020

NGL WATER SOLUTIONS PERMIAN, LLC, its sole member
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer
	Date:	January 9, 2020

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 9, 2020.

HILLSTONE ENVIRONMENTAL PARTNERS, LLC
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints H. Michael Krimbill and Robert W. Karlovich III his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including any and all post-effective amendments, and to file the same with all exhibits thereto and other documents necessary or advisable in connection therewith, with the United States Securities and Exchange Commission, granting unto such attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ H. MICHAEL KRIMBILL H. Michael Krimbill	Chief Executive Officer (Principal Executive Officer)	January 9, 2020
/s/ ROBERT W. KARLOVICH III Robert W. Karlovich III	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 9, 2020

NGL WATER SOLUTIONS PERMIAN, LLC, its majority member
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer
	Date:	January 9, 2020

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 9, 2020.

HEP INTERMEDIATE HOLDCO, LLC
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints H. Michael Krimbill and Robert W. Karlovich III his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including any and all post-effective amendments, and to file the same with all exhibits thereto and other documents necessary or advisable in connection therewith, with the United States Securities and Exchange Commission, granting unto such attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ H. MICHAEL KRIMBILL H. Michael Krimbill	Chief Executive Officer (Principal Executive Officer)	January 9, 2020
/s/ ROBERT W. KARLOVICH III Robert W. Karlovich III	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 9, 2020

HILLSTONE ENVIRONMENTAL PARTNERS, LLC, its sole member
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer
	Date:	January 9, 2020

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 9, 2020.

HEP INTERMEDIATE HOLDCO SUB, LLC
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints H. Michael Krimbill and Robert W. Karlovich III his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including any and all post-effective amendments, and to file the same with all exhibits thereto and other documents necessary or advisable in connection therewith, with the United States Securities and Exchange Commission, granting unto such attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ H. MICHAEL KRIMBILL H. Michael Krimbill	Chief Executive Officer (Principal Executive Officer)	January 9, 2020
/s/ ROBERT W. KARLOVICH III Robert W. Karlovich III	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 9, 2020

HEP INTERMEDIATE HOLDCO, LLC, its sole member
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer
	Date:	January 9, 2020

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 9, 2020.

HEP OPERATIONS, LLC
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints H. Michael Krimbill and Robert W. Karlovich III his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including any and all post-effective amendments, and to file the same with all exhibits thereto and other documents necessary or advisable in connection therewith, with the United States Securities and Exchange Commission, granting unto such attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ H. MICHAEL KRIMBILL H. Michael Krimbill	Chief Executive Officer (Principal Executive Officer)	January 9, 2020
/s/ ROBERT W. KARLOVICH III Robert W. Karlovich III	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 9, 2020

HEP INTERMEDIATE HOLDCO SUB, LLC, its member
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer
	Date:	January 9, 2020
HEP OPERATIONS HOLDINGS, LLC, its member
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer
	Date:	January 9, 2020

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 9, 2020.

HEP OPERATIONS HOLDINGS, LLC HEP SHALEWATER SOLUTIONS, LLC HILLSTONE DACO 76, LLC HILLSTONE DACO PERMIAN, LLC HILLSTONE PERMIAN ADAMS, LLC HILLSTONE PERMIAN ARTHUR, LLC HILLSTONE PERMIAN CLEVELAND, LLC HILLSTONE PERMIAN GARFIELD, LLC HILLSTONE PERMIAN HAMILTON, LLC HILLSTONE PERMIAN HARRISON, LLC HILLSTONE PERMIAN HAYES, LLC HILLSTONE PERMIAN KNOX, LLC HILLSTONE PERMIAN MADISON, LLC HILLSTONE PERMIAN MCKINLEY, LLC HILLSTONE PERMIAN MONROE, LLC HILLSTONE PERMIAN PIPELINE LOVING BR, LLC HILLSTONE PERMIAN PIPELINE, LLC HILLSTONE PERMIAN POKER LAKE, LLC HILLSTONE PERMIAN RATTLESNAKE, LLC HILLSTONE PERMIAN REAGAN, LLC HILLSTONE PERMIAN ROOSEVELT, LLC HILLSTONE PERMIAN SHULTZ, LLC HILLSTONE PERMIAN ST. LUCIA, LLC HILLSTONE PERMIAN TAFT, LLC HILLSTONE PERMIAN WILSON, LLC LOVING FORTRESS, LLC RED ROCK MIDSTREAM, LLC SAND LAKE MIDSTREAM, LLC
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints H. Michael Krimbill and Robert W. Karlovich III his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including any and all post-effective amendments, and to file the same with all exhibits thereto and other documents necessary or advisable in connection therewith, with the United States Securities and Exchange Commission, granting unto such attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ H. MICHAEL KRIMBILL H. Michael Krimbill	Chief Executive Officer (Principal Executive Officer)	January 9, 2020
/s/ ROBERT W. KARLOVICH III Robert W. Karlovich III	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 9, 2020

HEP INTERMEDIATE HOLDCO SUB, LLC, its sole member
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer
	Date:	January 9, 2020

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 9, 2020.

HILLSTONE PERMIAN FORTRESS, LLC DACO PERMIAN 76, LLC
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints H. Michael Krimbill and Robert W. Karlovich III his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including any and all post-effective amendments, and to file the same with all exhibits thereto and other documents necessary or advisable in connection therewith, with the United States Securities and Exchange Commission, granting unto such attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ H. MICHAEL KRIMBILL H. Michael Krimbill	Chief Executive Officer (Principal Executive Officer)	January 9, 2020
/s/ ROBERT W. KARLOVICH III Robert W. Karlovich III	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 9, 2020

LOVING FORTRESS, LLC, its sole member
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer
	Date:	January 9, 2020

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on January 9, 2020.

GGCOF HEP BLOCKER, LLC GGCOF HEP BLOCKER II, LLC
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints H. Michael Krimbill and Robert W. Karlovich III his or her lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including any and all post-effective amendments, and to file the same with all exhibits thereto and other documents necessary or advisable in connection therewith, with the United States Securities and Exchange Commission, granting unto such attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ H. MICHAEL KRIMBILL H. Michael Krimbill	Chief Executive Officer (Principal Executive Officer)	January 9, 2020
/s/ ROBERT W. KARLOVICH III Robert W. Karlovich III	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	January 9, 2020

NGL DELAWARE BASIN HOLDINGS, LLC, its sole member
By:	/s/ H. MICHAEL KRIMBILL
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer
	Date:	January 9, 2020

EX-3.83

Exhibit 3.83

Office of the New Mexico Secretary of State
Filing Number:  0001882744
Filed On:  8/29/2018
Total Number of Pages:  1 of 3

ARTICLES OF INCORPORATION

OF

NGL RANCH HOLDINGS, INC.

The undersigned, for the purpose of forming a corporation under the New Mexico Business Corporation Act, hereby certifies:

ARTICLE I

The name of the corporation shall be:  NGL Ranch Holdings, Inc.

ARTICLE II

The period of duration of the corporation shall be perpetual.

ARTICLE III

The purposes for which the corporation is organized are as follows:

(a)To acquire and invest in real and personal property of any and all kinds;

(b)To engage in any lawful business permitted to a private corporation under the laws of the State of New Mexico, and to have all of the corporate powers enumerated in the New Mexico Business Corporation Act, as amended from time to time; and

(c)To do all things necessary and convenient for the accomplishment or furtherance of any of the purposes stated herein, and to do all things necessary or convenient for the protection and benefit of the corporation.

ARTICLE IV

The aggregate number of shares that the corporation has authority to issue is one thousand (1,000) shares of no par value common stock.  The corporation shall have only one class of stock, which shall be common stock.  Fractional shares may be issued.

ARTICLE V

The address of the corporation’s initial registered office is 206 S. Coronado Avenue, Espanola, NM 87532, and the name of the corporation’s initial registered agent at such address is CT Corporation System.

ARTICLE VI

The business of the corporation shall be managed by a Board of Directors consisting of such number as may be provided by the bylaws.  The initial Board of Directors shall consist of one (1) member.  The name and address of the person who has consented to serve as director until the first annual meeting of shareholders or until such director’s successor is elected and qualified are:

NAME	ADDRESS
R. Charles Wilkin	6120 S. Yale, Suite 805
	Tulsa, OK 74136

RECEIVED

SOS

Corporation Bureau AUG 29 2018

1

Office of the New Mexico Secretary of State
Filing Number:  0001882744
Filed On:  8/29/2018
Total Number of Pages:  2 of 3

ARTICLE VII

The name and address of the incorporator are:  Nadine E. Shea, 500 4th Street N.W., Suite 1000, Albuquerque, NM 87103-2168.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day of August, 2018.

/s/ NADINE E. SHEA

Nadine E. Shea

RECEIVED

SOS

Corporation Bureau AUG 29 2018

2

Office of the New Mexico Secretary of State
Filing Number:  0001882744
Filed On:  8/29/2018
Total Number of Pages:  3 of 3

STATEMENT OF ACCEPTANCE OF APPOINTMENT

BY DESIGNATED INITIAL REGISTERED AGENT

I, Michael E. Jones, Asst. Secr. of CT Corporation hereby acknowledge that the undersigned entity accepts the appointment as the Initial Registered Agent of NGL Ranch Holdings, Inc., the domestic corporation which is named in the annexed Articles of Incorporation.

CT CORPORATION
By:	/s/ MICHAEL E. JONES
	Michael E. Jones
	Assistant Secretary

RECEIVED

SOS

Corporation Bureau AUG 29 2018

EX-3.84

Exhibit 3.84

Office of the New Mexico Secretary of State
Filing Number:  0001885045
Filed On:  9/13/2018
Total Number of Pages:  1 of 16

ARTICLES OF MERGER

of

NGL RANCH HOLDINGS, INC.

a New Mexico corporation

into

BECKHAM RANCH, INC.

a New Mexico corporation

Pursuant to the provisions of the New Mexico Business Corporation Act, BECKHAM RANCH, INC., a New Mexico corporation, (the “Surviving Corporation”) and NGL RANCH HOLDINGS, INC., a New Mexico corporation, (the “Merged Corporation”) adopt the following Articles of Merger for the purpose of merging the Merged Corporation into the Surviving Corporation.

FIRST:  The Agreement and Plan of Merger duly approved by the Boards of Directors of both Surviving Corporation and Merged Corporation in accordance with the requirements of the New Mexico Business Corporation Act is attached hereto as Exhibit A.

SECOND:  The number of shares of outstanding stock entitled to vote is as follows:

Surviving Corporation	1,812
Merged Corporation	1,000

THIRD:  The total number of shares that voted for and against the Agreement and Plan of Merger, respectively, is as follows:

	FOR	AGAINST
Surviving Corporation	1,812	0
Merged Corporation	1,000	0

RECEIVED
SOS
Corporation Bureau	SEP 13 2018

Office of the New Mexico Secretary of State
Filing Number:  0001885045
Filed On:  9/13/2018
Total Number of Pages:  2 of 16

Dated: September 12, 2018
	BECKHAM RANCH, INC.,
	a New Mexico corporation
	By:	/s/ H. MICHAEL KRIMBILL
		H. Michael Krimbill, President
	NGL RANCH HOLDINGS, INC.,
	a New Mexico corporation
	By:	/s/ H. MICHAEL KRIMBILL
		H. Michael Krimbill, Chief Executive Officer

RECEIVED
SOS
Corporation Bureau	SEP 13 2018

Office of the New Mexico Secretary of State
Filing Number:  0001885045
Filed On:  9/13/2018
Total Number of Pages:  3 of 16

BECKHAM RANCH, INC.

AGREEMENT AND
PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER is made by and between BECKHAM RANCH, INC., a New Mexico corporation (“Surviving Corporation”) and NGL RANCH HOLDINGS, INC., a New Mexico corporation (“Merged Corporation”).

RECITALS

WHEREAS, Merged Corporation is a corporation duly organized and existing under the laws of the State of New Mexico having 1,000 shares of Common Stock, no par value, authorized and outstanding;

WHEREAS, Surviving Corporation is a corporation duly organized and existing under the laws of the State of New Mexico and is a wholly owned subsidiary of Merged Corporation, having 10,000 shares of Common Stock with a par value of $1.00 per share authorized, with 1,812 shares outstanding;

WHEREAS, this Agreement and Plan of Merger (the “Agreement”) is made pursuant to Section 6.10(f) of that certain Stock Purchase Agreement dated of even date herewith (the “Stock Purchase Agreement”), by and among by and among Beckham Ranch, Inc., a New Mexico corporation, the Persons named as “Sellers” on the signature pages thereto, NGL Ranch Holdings, Inc., a New Mexico corporation (“Company”).  Kimberly Shannon Beckham, solely in her capacity as the initial Representative, not in her individual capacity, and, solely for purposes of Section 11.19 therein, NGL Water Solutions Permian, LLC, a Colorado limited liability company (“NGL”);

WHEREAS, the Board of Directors of Surviving Corporation has approved resolutions duly adopting this Agreement and has directed that the Agreement be submitted to a vote of the shareholders of Surviving Corporation; and

WHEREAS, the Board of Directors of Merged Corporation has approved resolutions duly adopting this Agreement and has directed that it be submitted to a vote of the shareholders of Merged Corporation.

NOW THEREFORE, in consideration of the premises, the mutual covenants herein contained, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Surviving Corporation and Merged Corporation hereby agree to the following:

RECEIVED SOS Corporation Bureau SEP 13 2018

Office of the New Mexico Secretary of State
Filing Number:  0001885045
Filed On:  9/13/2018
Total Number of Pages:  4 of 16

1.Merger.  In accordance with the provisions of this Agreement and the New Mexico Business Corporation Act (the “Act”), Merged Corporation shall be merged with and into Surviving Corporation (the “Merger”), the separate existence of Merged Corporation shall cease, and Surviving Corporation shall be the surviving corporation in the merger.  The name of Surviving Corporation after the merger shall be “Beckham Ranch, Inc.”

2.Filing and Effectiveness.  The Merger shall become effective (such date, the “Effective Date of the Merger”) when the following actions have been completed:

(a)This Agreement shall have been adopted and approved by the shareholders of Surviving Corporation in accordance with the requirements of the Act;

(b)This Agreement shall have been adopted and approved by the shareholders of Merged Corporation in accordance with the requirements of the Act;

(c)All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by a party entitled to satisfaction thereof; and

(d)Executed Articles of Merger shall have been filed with the New Mexico Secretary of State.

3.Effect of the Merger.  Upon the Effective Date of the Merger, the separate existence of Merged Corporation shall cease, and Surviving Corporation shall:  continue to possess all of its assets, rights, powers and property as constituted immediately prior to the Effective Date of the Merger pursuant to Section 53-14-6 of the Act, Surviving Corporation shall:

(a)continue to have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the Act;

(b)continue to possess all of its assets, rights, powers and property as constituted immediately prior to the Effective Date of the Merger;

(c)continue to be subject to all of the debts, liabilities and obligations of Merged Corporation as constituted immediately prior to the Effective Date of the Merger;

(d)possess all the rights, privileges, immunities and franchises of a public or private nature of Merged Corporation; and all property, real, personal and mixed and all debts due on whatever account, including subscriptions to shares, and all other chosen in action and every other interest of, or belonging to, or due to Merged Corporation shall be taken and deemed to be transferred to and vested in Surviving Corporation without further act or deed, and the title to any real estate, or any interest therein, vested in Merged Corporation shall not revert or be in any way impaired by reason of the merger; and

(e)be responsible and liable for all the liabilities and obligations of Merged Corporation, and any claim existing or action or proceeding pending by or against Merged

RECEIVED
SOS
Corporation Bureau	SEP 13 2018

4

Office of the New Mexico Secretary of State
Filing Number:  0001885045
Filed On:  9/13/2018
Total Number of Pages:  5 of 16

Corporation may be prosecuted as if the merger had not taken place, or Surviving Corporation may be substituted in its place.  Neither the rights of creditors nor any liens upon the property of Merged Corporation shall be impaired.

4.Articles of Incorporation.  The Articles of Incorporation of Surviving Corporation currently on file with the New Mexico Secretary of State shall be the Articles of Incorporation of the Surviving Corporation until duly amended in accordance with the provisions of the Bylaws of Surviving Corporation and applicable law.

5.Bylaws.  The Bylaws of Surviving Corporation in effect immediately before the Effective Date of the Merger shall be repealed, and the Bylaws attached hereto as Exhibit A shall be the Bylaws of Surviving Corporation until duly amended in accordance with the provisions thereof and applicable law.

6.Directors and Officers.  The directors and officers of Surviving Corporation immediately prior to the Effective Date of the Merger shall be the directors and officers of Surviving Corporation until their successors shall have been duly elected and qualified or until as otherwise provided by the Bylaws of Surviving Corporation and applicable law.

7.Manner of Conversion of Stock.  On the Effective Date of the Merger:

(a)Each share of Merged Corporation’s common stock issued and outstanding immediately before the Effective Date of the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted, on a one for one basis, into and become validly issued, fully paid and nonassessable shares of Surviving Corporation’s common stock, and each unissued share of Merged Corporation’s Stock held in Merged Corporation’s treasury shall be canceled without any consideration being issued or paid therefor.

(b)Each share of Surviving Corporation’s Stock issued and outstanding immediately before the Effective Date of the Merger and held by Merged Corporation shall be canceled without any consideration being issued or paid therefor.

8.Representations and Warranties.  Merged Corporation and Surviving Corporation represent and warrant to each other that this Agreement has been adopted, approved, ratified, certified, executed and acknowledged in accordance with all applicable laws.

9.Abandonment of Merger.  The Board of Directors of each of the corporations reserves the right to terminate this Agreement at any time prior to the filing of all necessary documents with the New Mexico Secretary of State for the issuance of a Certificate of Merger.

10.Amendment.  The Board of Directors of each corporation may amend this Agreement at any time prior to the filing of all necessary documents with the New Mexico Secretary of State for the issuance of a Certificate of Merger, provided that an amendment made subsequent to the adoption of this Agreement by the shareholders of Merged Corporation shall not (a) alter or change the amount or kind of shares, securities, cash, property and/or rights to be received in exchange for or on conversion of all or any of the shares of any class or series thereof

RECEIVED
SOS
Corporation Bureau	SEP 13 2018

5

Office of the New Mexico Secretary of State
Filing Number:  0001885045
Filed On:  9/13/2018
Total Number of Pages:  6 of 16

of such constituent corporation, (b) alter or change any term of the Articles of Incorporation of Surviving Corporation, or (c) alter or change any of the terms and conditions of this Agreement if such alteration or change would adversely affect the holders of common stock of Merged Corporation.

11.Governing Law.  This Agreement shall be construed, interpreted and enforced in accordance with and governed by the laws of the New Mexico Secretary of State and the merger provisions of the Act.

12.Recitals.  The Recitals in this Agreement are an integral part of the agreements of the parties contained herein and are incorporated by reference into this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the dates set forth below.

BECKHAM RANCH, INC.,
a New Mexico corporation
By:	/s/ H. MICHAEL KRIMBILL
	H. Michael Krimbill, President
	Date Signed: 9/12/18
NGL RANCH HOLDINGS, INC.,
a New Mexico corporation
By:	/s/ H. MICHAEL KRIMBILL
	H. Michael Krimbill, Chief Executive Officer
	Date Signed: 9/12/18

RECEIVED
SOS
Corporation Bureau	SEP 13 2018

6

Office of the New Mexico Secretary of State
Filing Number:  0001885045
Filed On:  9/13/2018
Total Number of Pages:  7 of 16

AMENDED AND RESTATED BYLAWS OF

BECKHAM RANCH, INC.

ARTICLE I

CORPORATE OFFICE

The principal office of the corporation shall be located in the Tulsa, Oklahoma.  The corporation may have such other offices, either within or without the State of New Mexico as the business of the corporation may require from time to time.

ARTICLE II

SHAREHOLDERS’ MEETINGS

Section 1.  Annual Meeting.  The annual meeting of shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the registered office of the corporation or at such other place within or without the State of New Mexico as shall be set forth in the notice of meeting.  The meeting shall be held on the second Tuesday in the month of November of each year, beginning with the year 2018, at the hour of 9:30 a.m.  If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.  Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.  If the election of directors is not held on the day designated herein for any annual meeting, or any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.

Section 2.  Special Meeting.  Special meetings of shareholders other than those regulated by statute, may be called at any time by the president, the chairman of the Board of Directors if a chairman is elected, the Board of Directors, any vice president acting as president pursuant to these Bylaws, and the holders of not less than twenty-five (25%) percent of all the outstanding shares entitled to vote at such special meeting.  Special meetings shall be held at the registered office of the corporation or at such place within or without the State of New Mexico as shall be set forth in the notice of meeting.

Section 3.  Notice of Meeting.  Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, at the direction of the president, the secretary or the officer or persons calling the meeting, to each shareholder of record entitled to vote at the meeting.  If mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the

RECEIVED SOS Corporation Bureau SEP 13 2018

Office of the New Mexico Secretary of State
Filing Number:  0001885045
Filed On:  9/13/2018
Total Number of Pages:  8 of 16

shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.  Attendance of a shareholder in person or by proxy at a meeting constitutes a waiver of notice of the meeting, except where a shareholder attends a meeting for the express purpose of objecting to the transaction of any business because a meeting is not lawfully called or convened.

A waiver of notice signed by all shareholders entitled to vote at the meeting may designate any time or place, either within or without the State of New Mexico, as the time and place or the holding of such meeting.

Section 4.  Meeting of All Shareholders.  If all of the shareholders entitled to vote shall meet at a time and place, either within or without the State of New Mexico, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 5.  Closing of Transfer Books or Fixing of Record Date.  For the purpose of determining shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer books shall be closed for a stated period not to exceed fifty (50) days.  If the stock transfer books are closed for the purpose of determining shareholders entitled to notice of, or to vote at a meeting of the shareholders, the books shall be closed for at least ten (10) days immediately preceding the meeting.  In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, the date to be not more than (50) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders is to be taken.  If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of, or to vote at, a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring the dividend is adopted, as the case may be, shall be the record date for the determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, the determination shall apply to any adjournment thereof.

Section 6.  Voting List.  The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order, with the address of, and the number of shares held by, each, which list, for a period of ten (10) days prior to the meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours.  The list shall also be produced and kept open at the time and place of meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.  The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine the lists or transfer books or to vote at any meeting of shareholders.  Failure to comply

RECEIVED
SOS
Corporation Bureau	SEP 13 2018

8

Office of the New Mexico Secretary of State
Filing Number:  0001885045
Filed On:  9/13/2018
Total Number of Pages:  9 of 16

with the requirements of this section does not affect the validity of any action taken at the meeting.  An officer or agent having charge of the stock transfer books who fails to prepare the list of shareholders, or keep it on file for a period of ten (10) days, or produce and keep it open for inspection at the meeting, as provided in this section is liable to any shareholder suffering damage on account of the failure, to the extent of the damage.

Section 7.  Quorum of Shareholders.  A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders.  A quorum, once attained at a meeting, shall be deemed to continue until adjournment notwithstanding the voluntary withdrawal of enough shares to leave less than a quorum.  If a quorum is present, the affirmative vote of the majority of shareholders represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless a vote of a greater number is required by law, these Bylaws or the articles of incorporation.  If, however, such quorum shall not be present or represented at any meeting of the shareholders, shareholders entitled to vote thereat, present in person or represented by proxy shall have the power to adjourn the meeting to a future date at which a quorum shall be present or represented.  At such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 8.  Voting of Shares.  Each outstanding share, regardless of class, shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the articles of incorporation.

Section 9.  Voting of Shares by Certain Holders.

(a)Neither treasury shares, nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of the other corporation is held by this corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time.

(b)Shares standing in the name of another corporation, domestic or foreign, may be voted by any officer, agent or proxy as the Bylaws of such corporation prescribed, or, in the absence of such provision, as the Board of Directors of such corporation may determine.

(c)Shares held by an administrator, executor, guardian or conservator may be voted by him either in person or by proxy, without a transfer of the shares into his name.  Shares standing in the name of a trustee, or a custodian for a minor, may be voted by him, either in person or by proxy, but only after a transfer of the shares into his name.

(d)Shares standing in the name of a receiver or bankruptcy trustee may be voted by the receiver or bankruptcy trustee, and shares held by or under the control of a receiver or bankruptcy trustee may be voted by him without transfer thereof into his name if authority so to do is contained in an appropriate order of the court by which the receiver or bankruptcy trustee was appointed.

RECEIVED
SOS
Corporation Bureau	SEP 13 2018

9

Office of the New Mexico Secretary of State
Filing Number:  0001885045
Filed On:  9/13/2018
Total Number of Pages:  10 of 16

(e)A shareholder whose shares are pledged may vote the shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee may vote the shares so transferred.

(f)Shares standing in the name of a partnership may be voted by any partner, and shares standing in the name of a limited partnership may be voted by any general partner.

(g)Shares standing in the name of a person as life tenant may be voted by him, either in person or by proxy.

(h)From the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, the shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares.

Section 10.  Proxies.  Every proxy must be written, dated, and signed by the shareholder or by his duly authorized attorney-in-fact.  No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise specifically provided in the proxy.  Unless as otherwise provided in the proxy or by law, every proxy shall be revocable at the pleasure of the shareholder executing it.

Section 11.  Written Consent.  Any action required to be taken at a meeting of the shareholders may be taken without a meeting, and the vote of shareholders may be dispensed with, if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the corporate action being taken.

ARTICLE III

DIRECTORS

Section 1.  General Powers.  The business and affairs of the corporation shall be managed by the Board of Directors.

Section 2.  Number, Tenure and Qualifications.  The number of directors of the corporation shall be established by resolution of the Board of Directors.  The number of directors may be increased or decreased from time to time in the same manner, but no decrease shall have the effect of shortening the term of any incumbent director.  The term of office of each director shall be until the next annual meeting of the shareholders, and each director shall hold office for the term for which he is elected and until his successor has been elected and qualified.  Directors need not be residents of the State of New Mexico or shareholders of the corporation.

Section 3.  Duties and Powers.  The Board of Directors shall have control and management of the business and affairs of the corporation.  The directors shall in all cases act as a Board, regularly convened, and, in the transaction of business, the act of a majority present at a meeting except as otherwise provided by law, these Bylaws or the articles of incorporation shall be the act

RECEIVED
SOS
Corporation Bureau	SEP 13 2018

10

Office of the New Mexico Secretary of State
Filing Number:  0001885045
Filed On:  9/13/2018
Total Number of Pages:  11 of 16

of the Board, provided a quorum is present.  The directors may adopt such rules and regulations for the conduct of their meetings and the management or the corporation as they may deem proper, not inconsistent with law or these Bylaws.

Section 4.  Regular Meetings.  A regular meeting of the Board of Directors, for the purpose of electing or appointing officers and for the transaction of any other business which may come before the meeting, shall be held without other notice than these bylaws, immediately after, and at the same place, as the annual meeting of shareholders.  The Board of Directors may provide, by resolution, the time and place, either within or without the State of New Mexico, for the holding of additional regular meetings without other notice than such resolution.

Section 5.  Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the president at any time.  The president or secretary shall, upon a written request of at least one-half (1/2) the number of directors, call in special meeting to be held not more than seven (7) days after the receipt of such request.  The president may fix any place, either within or without the State of New Mexico as a place for holding any special meeting of the Board of Directors.

Section 6.  Meetings by Telephone Conference Calls.  Directors or any members of any committee designated by the directors may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting by the aforesaid means shall constitute presence in person at such meeting.

Section 7.  Notice.  Notice of any special meeting shall be given at least two (2) days previously thereto by written notice delivered personally or mailed to each director at his last known post office address, or sent by telecopy.  If mailed, such notice shall be deemed to be delivered three (3) days after it is deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid.  If notice is given by telecopy, such notice shall be deemed to be delivered when the telecopy is sent.  Any director may waive notice of any meeting.  The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 8.  Quorum.  A majority of the number of directors shall constitute a quorum for the transaction of business at any regular or special meeting.  A quorum, once attained at a meeting, shall be deemed to continue until adjournment notwithstanding a voluntary withdrawal of enough directors to leave less than a quorum.  The act of the majority of the directors present at a meeting at which a quorum is present, unless otherwise provided by law, these Bylaws or the articles of incorporation, shall be the act of the Board of Directors.  If less than a majority of the directors are present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

RECEIVED
SOS
Corporation Bureau	SEP 13 2018

11

Office of the New Mexico Secretary of State
Filing Number:  0001885045
Filed On:  9/13/2018
Total Number of Pages:  12 of 16

Section 9.  Manifestation of Dissent.  A director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

Section 10.  Vacancies.  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors.  A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.  Any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 11.  Removal of Directors.  At a shareholders’ meeting called expressly for that purpose, one or more directors, or the entire Board of Directors, may be removed, with or without cause, by a vote of the holders of a majority of the shares entitled to vote at an election of directors.

Section 12.  Resignation.  Any director may resign his office at any time, such resignation to be made in writing and to take effect immediately without acceptance.

Section 13.  Committees.  The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one (1) or more other committees each of which, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, but no such committee shall have the authority of the Board of Directors in reference to amending the articles of incorporation, adopting a plan of merger or consolidation, recommending to the shareholders the sale, lease, exchange or other disposition of all or substantially all the property and assets of its business, recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof, or amending the Bylaws of the corporation.  The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

Section 14.  Written Consent.  Any action required by the Business Corporation Act to be taken at a meeting of the directors of the corporation, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be.  The consent shall have the same effect as a unanimous vote.

RECEIVED
SOS
Corporation Bureau	SEP 13 2018

12

Office of the New Mexico Secretary of State
Filing Number:  0001885045
Filed On:  9/13/2018
Total Number of Pages:  13 of 16

ARTICLE IV

OFFICERS

Section 1.  Officers and Qualifications.  The officers of this corporation shall consist of a president, one or more vice presidents, (the number thereof to be determined by the Board of Directors from time to time), a secretary and a treasurer, each of whom shall be elected by the Board of Directors at the time and in the manner prescribed by these Bylaws.  Other officers and assistant officers and agents deemed necessary may be elected or appointed by the Board of Directors or chosen in the manner prescribed by these Bylaws.  Any two (2) or more offices may be held by the same person.  All officers and agents of the corporation, as between themselves and the corporation, shall have the authority and shall perform the duties in the management of the corporation as provided in these Bylaws, or as determined by the resolution of the Board of Directors not inconsistent with these Bylaws.

Section 2.  Election and Term.  All officers of the corporation shall be elected annually by the Board of Directors at its regular meeting held immediately after the annual meeting of shareholders.  If the election of officers is not held at such meeting, such election shall be held as soon thereafter as may be convenient.  Each officer shall hold office until his successor has been duly elected and qualified, or until removed as hereinafter provided.

Section 3.  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.  Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.

Section 4.  Removal.  Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

Section 5.  Duties of Officers.  The duties and powers of the officers of the corporation shall be as follows and that shall hereafter be set by resolution of the Board of Directors:

Section 6.  Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7.  Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.  No officers shall be prevented from receiving compensation by reason of the fact that he is also a director of the corporation.

RECEIVED
SOS
Corporation Bureau	SEP 13 2018

13

Office of the New Mexico Secretary of State
Filing Number:  0001885045
Filed On:  9/13/2018
Total Number of Pages:  14 of 16

ARTICLE V

SHARES

Section 1.  Certificates.  The shares of the corporation shall be represented by certificates prepared by the Board of Directors and signed by the president or the vice president, and the secretary or an assistant secretary, and sealed with the seal of the corporation or a facsimile.  The certificates shall be numbered consecutively and in the order in which they are issued; they shall be bound in a book and shall be issued in consecutive order therefrom, and in the margin thereof or on a stock record page shall be entered the name of the person to whom the shares represented by each such certificate are issued, the number of such shares, and the date of issue.  Each certificate shall state the registered holder’s name, the number of shares represented thereby, the date of issue, the par value of such shares, or that they are without par value.  All certificates surrendered to the corporation for transfer shall be cancelled and no new certificates shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, stolen or destroyed certificate, a new one may be issued therefor in accordance with Section 6 of this Article.

Section 2.  Subscriptions.  Subscriptions for shares shall be paid at such times and in such installments as the Board of Directors shall determine.  If default shall be made in the payment of any installment as required by such resolution, the Board of Directors may declare the shares and all previous payments thereon forfeited for the use of the corporation, in the manner prescribed by law.

Section 3.  Legends.  Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Articles of Incorporation, the Bylaws, applicable securities laws or any agreement among any number of shareholders or among such holders in the corporation shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction.

Section 4.  Transfer of Shares.  Transfer of shares will be registered on the books of the corporation maintained for that purpose upon presentation of share certificates appropriately endorsed.  The corporation shall issue a new certificate for the shares surrendered to the person or persons entitled thereto.  The person in whose name the shares stand on the books of the corporation shall be deemed the owner thereof for all purposes.

Section 5.  Returned Certificates.  All certificates for shares changed or returned to the corporation for transfer shall be marked by the secretary “Cancelled” with the date of cancellation, and the transaction shall be immediately recorded in the certificate book opposite the memorandum of their issue.  The returned certificate may be inserted in the certificate book.

Section 6.  Lost, Stolen or Destroyed Certificates.  The corporation may issue a new certificate of stock in place of any previously issued certificate alleged to have been lost, stolen or destroyed, upon such terms and conditions as the Board of Directors may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such

RECEIVED
SOS
Corporation Bureau	SEP 13 2018

14

Office of the New Mexico Secretary of State
Filing Number:  0001885045
Filed On:  9/13/2018
Total Number of Pages:  15 of 16

indemnity as the Board of Directors may require for the protection of the corporation or any transfer agent or registrar.

ARTICLE VI

DIVIDENDS

The Board of Directors at any regular or special meeting may declare dividends payable out of the surplus of the corporation, subject to the restrictions and limitations imposed by law whenever in the exercise of its discretion it may deem such declaration advisable.  Such dividends may be paid in cash, property, or shares of the corporation.

ARTICLE VII

FISCAL YEAR

The corporation shall have a fiscal year, which shall be determined by the Board of Directors during the first twelve (12) months of operation in the corporation.  Such fiscal year shall end on the last day of any one calendar month, and shall begin the first day of the next succeeding calendar month.

ARTICLE VIII

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or of any statute any shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every shareholder or director entitled to such notice in writing waives the requirements of these Bylaws in respect thereto.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.

RECEIVED
SOS
Corporation Bureau	SEP 13 2018

15

Office of the New Mexico Secretary of State
Filing Number:  0001885045
Filed On:  9/13/2018
Total Number of Pages:  16 of 16

The foregoing Bylaws were adopted pursuant to the Agreement and Plan of Merger by and between the corporation and NGL Ranch Holdings, Inc., made effective upon the filing of the Articles of Merger on September 12, 2018.

/s/ H. MICHAEL KRIMBILL

H. Michael Krimbill, President

/s/ KURSTON MCMURRAY

Kurston McMurray, Secretary

EX-3.85

Exhibit 3.85

New Mexico Secretary of State 325 Don Gaspar, Suite 300 • Santa Fe, NM 87501 (800) 477-3632 • www.sos.state.nm.us

SUBMIT ORIGINAL AND A COPY

TYPE OR PRINT LEGIBLY

Profit Corporation

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION

Pursuant to the provisions of the New Mexico Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment for the purpose of amending its Articles of Incorporation:

ARTICLE ONE:  The name of the corporation is (include NM CORP#) Beckham Ranch, Inc. 1050673

ARTICLE TWO:  The following articles are amended as set forth here:  (identify by article number and attach additional pages if necessary):

ARTICLE ONE:  The name of the corporation is NGL South Ranch, Inc.

ARTICLE THREE:  (Select the applicable statement, and complete accordingly)

oNo shares have been issued, and the amendment was adopted by a resolution of the board of directors.  The date the amendment was adopted was                     .

OR

xShares have been issued, and the amendment was adopted by a majority vote of the shareholders entitled to vote.

The number of shares issued at the time of such adoption was 1,000.

The number of shares entitled to vote was 1,000.

The number of shares that voted for the amendment was 1,000.

The number of shares that voted against the amendment was 0.

The date the amendment was adopted was November 16, 2018.

ARTICLE FOUR (Complete only if applicable):  The manner in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected is as follows:

RECEIVED
SOS
Corporation Bureau	NOV 30 2018

New Mexico Secretary of State 325 Don Gaspar, Suite 300 • Santa Fe, NM 87501 (800) 477-3632 • www.sos.state.nm.us

ARTICLE FIVE:  If these Articles of Amendment are not to be effective upon filing with the Secretary of State, the effective date is:

(if an effective date is specified here, it cannot be a date prior to the date the articles are received by the commission)

Dated:	November 16, 2018
		NGL South Ranch, Inc. f/k/a Beckham Ranch, Inc.
		Name of Corporation
		By	/s/ H. MICHAEL KRIMBILL
			Signature of Authorized Officer
			H. Michael Krimbill, President

Form DPR-AM	RECEIVED
(revised 6/13)	SOS
	Corporation Bureau	NOV 30 2018

EX-3.86

Exhibit 3.86

AMENDED AND RESTATED BYLAWS OF

BECKHAM RANCH, INC.

ARTICLE I

CORPORATE OFFICE

The principal office of the corporation shall be located in the Tulsa, Oklahoma.  The corporation may have such other offices, either within or without the State of New Mexico as the business of the corporation may require from time to time.

ARTICLE II

SHAREHOLDERS’ MEETINGS

Section 1  Annual Meeting.  The annual meeting of shareholders for the election of directors and the transaction of such other business as may properly come before it shall be held at the registered office of the corporation or at such other place within or without the State of New Mexico as shall be set forth in the notice of meeting.  The meeting shall be held on the second Tuesday in the month of November of each year, beginning with the year 2018, at the hour of 9:30 a.m.  If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.  Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.  If the election of directors is not held on the day designated herein for any annual meeting, or any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.

Section 2  Special Meeting.  Special meetings of shareholders other than those regulated by statute, may be called at any time by the president, the chairman of the Board of Directors if a chairman is elected, the Board of Directors, any vice president acting as president pursuant to these Bylaws, and the holders of not less than twenty-five (25%) percent of all the outstanding shares entitled to vote at such special meeting.  Special meetings shall be held at the registered office of the corporation or at such place within or without the State of New Mexico as shall be set forth in the notice of meeting.

Section 3  Notice of Meeting.  Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, at the direction of the president, the secretary or the officer or persons calling the meeting, to each shareholder of record entitled to vote at the meeting.  If mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.  Attendance of a shareholder in person or by proxy at a meeting constitutes a waiver of notice of the meeting, except where a shareholder attends a meeting for the express purpose of objecting to the transaction of any business because a meeting is not lawfully called or convened.

A waiver of notice signed by all shareholders entitled to vote at the meeting may designate any time or place, either within or without the State of New Mexico, as the time and place or the holding of such meeting.

Section 4  Meeting of All Shareholders.  If all of the shareholders entitled to vote shall meet at a time and place, either within or without the State of New Mexico, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 5  Closing of Transfer Books or Fixing of Record Date.  For the purpose of determining shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may provide that the stock transfer books shall be closed for a stated period not to exceed fifty (50) days.  If the stock transfer books are closed for the purpose of determining shareholders entitled to notice of, or to vote at a meeting of the shareholders, the books shall be closed for at least ten (10) days immediately preceding the meeting.  In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, the date to be not more than (50) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders is to be taken.  If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of, or to vote at, a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring the dividend is adopted, as the case may be, shall be the record date for the determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, the determination shall apply to any adjournment thereof.

Section 6  Voting List.  The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order, with the address of, and the number of shares held by, each, which list, for a period of ten (10) days prior to the meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours.  The list shall also be produced and kept open at the time and place of meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting.  The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine the lists or transfer books or to vote at any meeting of shareholders.  Failure to comply with the requirements of this section does not affect the validity of any action taken at the meeting.  An officer or agent having charge of the stock transfer books who fails to prepare the list of shareholders, or keep it on file for a period of ten (10) days, or produce and keep it open for inspection at the meeting, as provided in this section is liable to any shareholder suffering damage on account of the failure, to the extent of the damage.

Section 7  Quorum of Shareholders.  A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders.  A

2

quorum, once attained at a meeting, shall be deemed to continue until adjournment notwithstanding the voluntary withdrawal of enough shares to leave less than a quorum.  If a quorum is present, the affirmative vote of the majority of shareholders represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless a vote of a greater number is required by law, these Bylaws or the articles of incorporation.  If, however, such quorum shall not be present or represented at any meeting of the shareholders, shareholders entitled to vote thereat, present in person or represented by proxy shall have the power to adjourn the meeting to a future date at which a quorum shall be present or represented.  At such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 8  Voting of Shares.  Each outstanding share, regardless of class, shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the articles of incorporation.

Section 9  Voting of Shares by Certain Holders.

(a)Neither treasury shares, nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of the other corporation is held by this corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time.

(b)Shares standing in the name of another corporation, domestic or foreign, may be voted by any officer, agent or proxy as the Bylaws of such corporation prescribed, or, in the absence of such provision, as the Board of Directors of such corporation may determine.

(c)Shares held by an administrator, executor, guardian or conservator may be voted by him either in person or by proxy, without a transfer of the shares into his name.  Shares standing in the name of a trustee, or a custodian for a minor, may be voted by him, either in person or by proxy, but only after a transfer of the shares into his name.

(d)Shares standing in the name of a receiver or bankruptcy trustee may be voted by the receiver or bankruptcy trustee, and shares held by or under the control of a receiver or bankruptcy trustee may be voted by him without transfer thereof into his name if authority so to do is contained in an appropriate order of the court by which the receiver or bankruptcy trustee was appointed.

(e)A shareholder whose shares are pledged may vote the shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee may vote the shares so transferred.

(f)Shares standing in the name of a partnership may be voted by any partner, and shares standing in the name of a limited partnership may be voted by any general partner.

(g)Shares standing in the name of a person as life tenant may be voted by him, either in person or by proxy.

3

(h)From the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, the shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares.

Section 10  Proxies.  Every proxy must be written, dated, and signed by the shareholder or by his duly authorized attorney-in-fact.  No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise specifically provided in the proxy.  Unless as otherwise provided in the proxy or by law, every proxy shall be revocable at the pleasure of the shareholder executing it.

Section 11  Written Consent.  Any action required to be taken at a meeting of the shareholders may be taken without a meeting, and the vote of shareholders may be dispensed with, if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the corporate action being taken.

ARTICLE III

DIRECTORS

Section 1  General Powers.  The business and affairs of the corporation shall be managed by the Board of Directors.

Section 2  Number, Tenure and Qualifications.  The number of directors of the corporation shall be established by resolution of the Board of Directors.  The number of directors may be increased or decreased from time to time in the same manner, but no decrease shall have the effect of shortening the term of any incumbent director.  The term of office of each director shall be until the next annual meeting of the shareholders, and each director shall hold office for the term for which he is elected and until his successor has been elected and qualified.  Directors need not be residents of the State of New Mexico or shareholders of the corporation.

Section 3  Duties and Powers.  The Board of Directors shall have control and management of the business and affairs of the corporation.  The directors shall in all cases act as a Board, regularly convened, and, in the transaction of business, the act of a majority present at a meeting except as otherwise provided by law, these Bylaws or the articles of incorporation shall be the act of the Board, provided a quorum is present.  The directors may adopt such rules and regulations for the conduct of their meetings and the management of the corporation as they may deem proper, not inconsistent with law or these Bylaws.

Section 4  Regular Meetings.  A regular meeting of the Board of Directors, for the purpose of electing or appointing officers and for the transaction of any other business which may come before the meeting, shall be held without other notice than these bylaws, immediately after, and at the same place, as the annual meeting of shareholders.  The Board of Directors may provide, by resolution, the time and place, either within or without the State of New Mexico, for the holding of additional regular meetings without other notice than such resolution.

4

Section 5  Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the president at any time.  The president or secretary shall, upon a written request of at least one-half (1/2) the number of directors, call a special meeting to be held not more than seven (7) days after the receipt of such request.  The president may fix any place, either within or without the State of New Mexico as a place for holding any special meeting of the Board of Directors.

Section 6  Meetings by Telephone Conference Calls.  Directors or any members of any committee designated by the directors may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting by the aforesaid means shall constitute presence in person at such meeting.

Section 7  Notice.  Notice of any special meeting shall be given at least two (2) days previously thereto by written notice delivered personally or mailed to each director at his last known post office address, or sent by telecopy.  If mailed, such notice shall be deemed to be delivered three (3) days after it is deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid.  If notice is given by telecopy, such notice shall be deemed to be delivered when the telecopy is sent.  Any director may waive notice of any meeting.  The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 8  Quorum.  A majority of the number of directors shall constitute a quorum for the transaction of business at any regular or special meeting.  A quorum, once attained at a meeting, shall be deemed to continue until adjournment notwithstanding a voluntary withdrawal of enough directors to leave less than a quorum.  The act of the majority of the directors present at a meeting at which a quorum is present, unless otherwise provided by law, these Bylaws or the articles of incorporation, shall be the act of the Board of Directors.  If less than a majority of the directors are present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 9  Manifestation of Dissent.  A director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

Section 10  Vacancies.  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors.  A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.  Any directorship to be filled by reason of an increase in the number of

5

directors shall be filled by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 11  Removal of Directors.  At a shareholders’ meeting called expressly for that purpose, one or more directors, or the entire Board of Directors, may be removed, with or without cause, by a vote of the holders of a majority of the shares entitled to vote at an election of directors.

Section 12  Resignation.  Any director may resign his office at any time, such resignation to be made in writing and to take effect immediately without acceptance.

Section 13  Committees.  The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one (1) or more other committees each of which, to the extent provided in the resolution, shall have and may exercise all the authority of the Board of Directors, but no such committee shall have the authority of the Board of Directors in reference to amending the articles of incorporation, adopting a plan of merger or consolidation, recommending to the shareholders the sale, lease, exchange or other disposition of all or substantially all the property and assets of its business, recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof, or amending the Bylaws of the corporation.  The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

Section 14  Written Consent.  Any action required by the Business Corporation Act to be taken at a meeting of the directors of the corporation, or any action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be.  The consent shall have the same effect as a unanimous vote.

ARTICLE IV

OFFICERS

Section 1  Officers and Qualifications.  The officers of this corporation shall consist of a president, one or more vice presidents, (the number thereof to be determined by the Board of Directors from time to time), a secretary and a treasurer, each of whom shall be elected by the Board of Directors at the time and in the manner prescribed by these Bylaws.  Other officers and assistant officers and agents deemed necessary may be elected or appointed by the Board of Directors or chosen in the manner prescribed by these Bylaws.  Any two (2) or more offices may be held by the same person.  All officers and agents of the corporation, as between themselves and the corporation, shall have the authority and shall perform the duties in the management of the corporation as provided in these Bylaws, or as determined by the resolution of the Board of Directors not inconsistent with these Bylaws.

Section 2  Election and Term.  All officers of the corporation shall be elected annually by the Board of Directors at its regular meeting held immediately after the annual meeting of

6

shareholders.  If the election of officers is not held at such meeting, such election shall be held as soon thereafter as may be convenient.  Each officer shall hold office until his successor has been duly elected and qualified, or until removed as hereinafter provided.

Section 3  Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.  Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.

Section 4  Removal.  Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

Section 5  Duties of Officers.  The duties and powers of the officers of the corporation shall be as follows and that shall hereafter be set by resolution of the Board of Directors:

Section 6  Vacancies.  All vacancies in any office shall be filled promptly by the Board of Directors, either at regular meetings or at a meeting specially called for that purpose.

Section 7  Compensation of Officers.  The officers shall receive such salary or compensation as may be fixed by the Board of Directors.  No officers shall be prevented from receiving compensation by reason of the fact that he is also a director of the corporation.

ARTICLE V

SHARES

Section 1  Certificates.  The shares of the corporation shall be represented by certificates prepared by the Board of Directors and signed by the president or the vice president, and the secretary or an assistant secretary, and sealed with the seal of the corporation or a facsimile.  The certificates shall be numbered consecutively and in the order in which they are issued; they shall be bound in a book and shall be issued in consecutive order therefrom, and in the margin thereof or on a stock record page shall be entered the name of the person to whom the shares represented by each such certificate are issued, the number of such shares, and the date of issue.  Each certificate shall state the registered holder’s name, the number of shares represented thereby, the date of issue, the par value of such shares, or that they are without par value.  All certificates surrendered to the corporation for transfer shall be cancelled and no new certificates shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, stolen or destroyed certificate, a new one may be issued therefor in accordance with Section 6 of this Article.

Section 2  Subscriptions.  Subscriptions for shares shall be paid at such times and in such installments as the Board of Directors shall determine.  If default shall be made in the payment of any installment as required by such resolution, the Board of Directors may declare the shares and all previous payments thereon forfeited for the use of the corporation, in the manner prescribed by law.

7

Section 3  Legends.  Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Articles of Incorporation, the Bylaws, applicable securities laws or any agreement among any number of shareholders or among such holders in the corporation shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction.

Section 4  Transfer of Shares.  Transfer of shares will be registered on the books of the corporation maintained for that purpose upon presentation of share certificates appropriately endorsed.  The corporation shall issue a new certificate for the shares surrendered to the person or persons entitled thereto.  The person in whose name the shares stand on the books of the corporation shall be deemed the owner thereof for all purposes.

Section 5  Returned Certificates.  All certificates for shares changed or returned to the corporation for transfer shall be marked by the secretary “Cancelled” with the date of cancellation, and the transaction shall be immediately recorded in the certificate book opposite the memorandum of their issue.  The returned certificate may be inserted in the certificate book.

Section 6  Lost, Stolen or Destroyed Certificates.  The corporation may issue a new certificate of stock in place of any previously issued certificate alleged to have been lost, stolen or destroyed, upon such terms and conditions as the Board of Directors may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity as the Board of Directors may require for the protection of the corporation or any transfer agent or registrar.

ARTICLE VI

DIVIDENDS

The Board of Directors at any regular or special meeting may declare dividends payable out of the surplus of the corporation, subject to the restrictions and limitations imposed by law whenever in the exercise of its discretion it may deem such declaration advisable.  Such dividends may be paid in cash, property, or shares of the corporation.

ARTICLE VII

FISCAL YEAR

The corporation shall have a fiscal year, which shall be determined by the Board of Directors during the first twelve (12) months of operation of the corporation.  Such fiscal year shall end on the last day of any one calendar month, and shall begin the first day of the next succeeding calendar month.

ARTICLE VIII

WAIVER OF NOTICE

Whenever under the provisions of these Bylaws or of any statute any shareholder or director is entitled to notice of any regular or special meeting or of any action to be taken by the

8

corporation, such meeting may be held or such action may be taken without the giving of such notice, provided every shareholder or director entitled to such notice in writing waives the requirements of these Bylaws in respect thereto.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended, repealed or new Bylaws adopted by a majority of the entire Board of Directors at a regular or special meeting of the Board.

9

The foregoing Bylaws were adopted pursuant to the Agreement and Plan of Merger by and between the corporation and NGL Ranch Holdings, Inc., made effective upon the filing or the Articles of Merger on September 12, 2018.

/s/ H. Michael Krimbill

H. Michael Krimbill, President

/s/ Kurston McMurray

Kurston McMurray, Secretary

10

EX-3.87

Exhibit 3.87

10/07/2015 16:28 FAX 002 FILED In the Office of the Secretary of State of Texas OCT 07 2015 Corporations Section

CERTIFICATE OF FORMATION
OF
NGL PIPELINES, LLC,
a Texas limited liability company

ARTICLE 1 — Entity Name and Type

The name of the entity is NGL Pipelines, LLC.  The filing entity being formed is a limited liability company.

ARTICLE 2 — Registered Agent and Registered Office

The initial registered agent is an organization by the name of C T Corporation System.  The business address of the registered agent and the registered office address is 1999 Bryan Street, Suite 900, Dallas, Texas 75201.

ARTICLE 3 — Governing Authority

The limited liability company will be managed by its managers.  The name and address of the initial manager are as follow:

Name	Address
Safefill Pipeline LLC	1008 Southview Circle Center, Texas 75935

ARTICLE 4 — Purpose

The limited liability company is formed for the purpose of transacting all lawful purposes for which a limited liability company may be organized under the Texas Business Organizations Code.

ARTICLE 5 — Effectiveness of Filing

This Certificate of Formation becomes effective when it is filed by the Texas Secretary of State.

ARTICLE 6 — Organizer

The name and address of the organizer of the limited liability company are as follow:

Lauren A. White

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

1

10/07/2015 16:28 FAX 003

IN WITNESS WHEREOF, the undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument on the 7th day of October, 2015.

ORGANIZER:

/s/ LAUREN A. WHITE

Lauren A. White,

Organizer

2

EX-3.88

Exhibit 3.88

12/18/2015 13:00 FAX	002
	FILED In the Office of the Secretary of State of Texas DEC 18 2015 Corporations Section

CERTIFICATE OF AMENDMENT

OF

NGL PIPELINES, LLC

1.The name of the filing entity is NGL Pipelines, LLC.

2.The filing entity is a Texas limited liability company.

3.The file number issued to the filing entity by the secretary of state is 802308278.

4.The date of formation of the entity is October 7, 2015.

5.The amendment changes the certificate of formation to change the article or provision that names the filing entity.  The article or provision is amended to read as follows:

“The name of the filing entity is NGL Water Pipelines, LLC.”

The amendment to the certificate of formation has been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity.

This document becomes effective when the document is filed by the secretary of state.

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.

NGL PIPELINES, LLC,
a Texas limited liability company
By:	SAFEFILL PIPELINE LLC,
	a Texas limited liability,
	its Manager

December 18, 2015	By:	/s/ DUSTIN BAILEY	,
		Name: Dustin Bailey
		Title: Managing Member

12/18/2015 13:00 FAX 003

CONSENT OF
NGL WATER SOLUTIONS DJ, LLC
TO USE OF SIMILAR NAME

The undersigned hereby unconditionally consents to the use of the name “NGL Water Pipelines, LLC” to be used by NGL Water Pipelines, LLC, in connection with its Certificate of Formation to transact business in the State of Texas.

The undersigned hereby acknowledges that a copy of this Consent may be forwarded to the Secretary of State of the State of Texas for filing.

Dated the 17th day of December, 2015.

NGL WATER SOLUTIONS DJ, LLC,

a Colorado limited liability company

/s/ JAMES F. WINTER

James F. Winter,

Senior Vice President — Water

THE STATE OF COLORADO	§
	§
COUNTY OF DENVER	§

The foregoing instrument was acknowledged before me this 17th day of December, 2015, by James F. Winter.

[SEAL]	/s/DANIELLE N. GARDUNO
	Notary Public, State of Colorado
	Print Name:	Danielle N. Garduno
	My Commission Expires:		11-15-2017

EX-3.89

Exhibit 3.89

Execution Version

AMENDED AND RESTATED

COMPANY AGREEMENT

OF

NGL WATER PIPELINES, LLC

(A Texas Limited Liability Company)

THE UNITS REFERENCED HEREIN HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.  WITHOUT REGISTRATION, THESE SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT ON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE MANAGERS OF THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR THE TRANSFER, OR THE SUBMISSION TO THE MANAGERS OF THE COMPANY OF OTHER EVIDENCE SATISFACTORY TO THE MANAGERS TO THE EFFECT THAT ANY TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR REGULATIONS PROMULGATED THEREUNDER.  ADDITIONALLY, ANY SALE, PLEDGE OR OTHER TRANSFER OF UNITS IS SUBJECT TO CERTAIN RESTRICTIONS THAT ARE SET FORTH IN THIS AMENDED AND RESTATED COMPANY AGREEMENT.

AMENDED AND RESTATED

COMPANY AGREEMENT

OF

NGL WATER PIPELINES, LLC

(A Texas Limited Liability Company)

TABLE OF CONTENTS

		Page
ARTICLE 1	DEFINITIONS	1
1.1.	Definitions	1
1.2.	Other Definitional Provisions	8
ARTICLE 2	FORMATION	8
2.1.	Name and Formation	8
2.2.	Principal Place of Business	8
2.3.	Registered Office and Agent	8
2.4.	Duration	9
2.5.	Purposes and Powers	9
2.6.	Foreign Qualification	9
2.7.	No State-Law Partnership	9
ARTICLE 3	MEMBERSHIP	9
3.1.	Members	9
3.2.	Additional Members	9
3.3.	Transfer and Pledge Restriction	9
3.4.	Right of First Refusal	10
3.5.	Tag-Along Right	11
3.6.	Drag-Along Right	12
3.7.	Substitute Member	12
3.8.	Assignee’s Rights	13
3.9.	Tax Matters	13
3.10.	Information	13
3.11.	Lack of Authority	13
3.12.	Liability to Third Parties	13
3.13.	Withdrawal	13
3.14.	Compensation	13
3.15.	Certificates	14
3.16.	Confidentiality, Non-Competition, Non-Solicitation and Non-Recruitment	14
3.17.	Company Opportunities	17
ARTICLE 4	MEETINGS OF MEMBERS	18

4.1.	Place	18
4.2.	Annual Meetings	18
4.3.	Special Meetings	18
4.4.	Notice	18
4.5.	Quorum	18
4.6.	General Voting Procedures	19
4.7.	List of Members Entitled to Vote	20
4.8.	Registered Members	20
4.9.	Actions Without a Meeting and Telephonic Meetings	20
ARTICLE 5	RIGHTS AND DUTIES OF MANAGERS	21
5.1.	Management	21
5.2.	Number and Qualifications	21
5.3.	Election	21
5.4.	Vacancy	21
5.5.	Removal	21
5.6.	Place of Meetings	21
5.7.	Annual Meetings	21
5.8.	Regular Meetings	21
5.9.	Special Meetings	21
5.10.	Quorum	22
5.11.	Attendance and Waiver of Notice	22
5.12.	Compensation	22
5.13.	Officers	22
5.14.	Indemnification	22
5.15.	Actions Without a Meeting and Telephone Meetings	23
5.16.	Transactions with Affiliates	23
ARTICLE 6	CAPITALIZATION	23
6.1.	Capital Contributions	23
6.2.	Member Loans	24
6.3.	Capital Accounts	24
6.4.	Withdrawal or Reduction of Capital Contributions	24
6.5.	Units	25
6.6.	Liability of Members	25
ARTICLE 7	ALLOCATIONS AND DISTRIBUTIONS	25
7.1.	Allocations of Profits and Losses	25
7.2.	Regulatory and Special Allocations	25
7.3.	Distributions of Distributable Cash	27
7.4.	Limitations Upon Distributions	27
ARTICLE 8	BOOKS AND ACCOUNTS	27
8.1.	Accounting Principles	27
8.2.	Records and Reports	27
8.3.	Tax Returns and Other Elections	28
8.4.	Combined or Consolidated Returns	28

8.5.	Tax Matters Partner	28
8.6.	Bank Accounts	29
ARTICLE 9	WINDING-UP AND TERMINATION	29
9.1.	Events Requiring Winding-up	29
9.2.	Process of Winding-up	30
9.3.	Distribution of Assets on Winding-up	30
9.4.	Distributions in Kind	30
9.5.	Certificate of Termination	31
ARTICLE 10	MISCELLANEOUS PROVISIONS	31
10.1.	Notices	31
10.2.	Amendments	31
10.3.	Application of Texas Law	32
10.4.	No Action for Partition	32
10.5.	Headings and Sections	32
10.6.	Number and Gender	32
10.7.	Binding Effect	32
10.8.	No Third-Party Beneficiary	32
10.9.	Sole and Absolute Discretion	32
10.10.	Title to Company Property	32
10.11.	Severability	32
10.12.	Counterparts	33
10.13.	Entire Agreement	33
10.14.	Waiver of Jury Trial	33

Attachments:	Exhibit A- Company information, including Members and Manager
	Exhibit B- Restricted Area

AMENDED AND RESTATED

COMPANY AGREEMENT

OF

NGL WATER PIPELINES, LLC

(A Texas Limited Liability Company)

THIS AMENDED AND RESTATED COMPANY AGREEMENT, dated the 4th day of January, 2016 (the “Effective Date”), is hereby duly adopted as the company agreement of NGL Water Pipelines, LLC, a Texas limited liability company, by the Manager, and ratified, confirmed, and approved as such by the Members.

RECITALS:

WHEREAS, reference is hereby made to that certain Company Agreement of the Company, dated as of December 22, 2015 (the “Prior Agreement”); and

WHEREAS, the Company and the Members desire to amend and restate the Prior Agreement in its entirety.

NOW, THEREFORE, the Company and the Members do hereby amend and restate the Prior Agreement in its entirety as follows:

ARTICLE 1

DEFINITIONS

1.1.         Definitions.  The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein):

“Accountant” means the certified public accountant or firm of certified public accountants, if any, selected by the Managers to perform accounting functions on behalf of the Company.

“Adjusted Capital Account” means, with respect to any Member, such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments: (a) crediting to such Capital Account any amount that such Member is obligated to restore or is deemed to be obligated to restore pursuant to IRS Regulations Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i); and (b) debiting to such Capital Account the items described in IRS Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

“Affiliate” means, (a) with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the Person in question, and (b) with respect to Black Mountain, any other Person

that Rhett Bennett, directly or indirectly, owns a material economic interest in and participates in the control of such Person though a board seat, management position or comparable position.  As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” means this Amended and Restated Company Agreement of the Company, as originally adopted and as amended from time to time.

“Applicable Entities” means the Company and any of its Affiliates; provided, however, none of the Members shall be considered an Affiliate of the Company.

“Approval of the Members” or “Approved by the Members” means, with respect to any referenced group of Members, a combination of any of such Members who, in the aggregate, own more than eighty percent (80%) of the Units owned by all of such referenced group of Members.

“Assignee” means a transferee of all or any portion of a Member’s or any other transferor’s Units.

“Bankruptcy” means, with respect to any Member, that Member’s taking or acquiescing in the taking of an action seeking relief under, or advantage of, any applicable debtor relief, liquidation, receivership, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization, or similar law affecting the rights or remedies of creditors generally, as in effect from time to time.

“Barrel” means 42 U.S.  gallons.

“Business Day” means a day other than a Saturday, Sunday, or other day that is a nationally recognized holiday.

“Capital Account” means, with respect to any Member, the account maintained for such Member in accordance with IRS Regulations Section 1.704-1(b)(2)(iv) and Section 6.3.

“Capital Contribution” means any contribution to the capital of the Company in cash or property by a Member whenever made.

“Certificate” means Certificate of Formation.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means NGL Water Pipelines, LLC, a Texas limited liability company.

“Company Nonrecourse Liabilities” shall mean nonrecourse liabilities (or portions thereof) of the Company for which no Member bears the economic risk of loss.

2

“Company Opportunity” means, with respect to any Member, any business directly related to the business conducted by the Company or its subsidiaries with respect to the development, ownership, purchase, sale, or lease of water pipelines, and the related transportation of water by pipeline, but only to the extent that such business or business activities are located within the Restricted Area; provided, however, that the following businesses or business activities, without limitation, shall be specifically excluded from the definition of “Company Opportunity”: (a) any business or business activities to the extent such opportunity involves fresh water facilities, including without limitation the ownership, purchase, sale, storage, and transportation by pipeline of fresh water; (b) any business or business activities involving the disposal of water: (i) which is or is anticipated to be transported by a third party to any disposal facility owned by NGL Permian or any of its Affiliates; and (ii) for which NGL Permian (or any Affiliate of NGL Permian) does not or will not collect a fee for the transportation thereof; and (c) any business or business activities involving the treatment of water: (i) which is or is anticipated to be transported by a third party to any treatment facility owned by NGL Permian or any of its Affiliates; and (ii) for which NGL Permian (or any Affiliate of NGL Permian) does not or will not collect a fee for the transportation thereof.

“Competing Business” means: (i) any business that involves or relates to the development, ownership, purchase, sale, or lease of water pipelines, and the related transportation of water by pipeline; or (ii) any other business activity in which the Company engages, but only to the extent that such business or business activities are located within the Restricted Area; provided, however, that the following businesses or business activities, without limitation, shall be specifically excluded from the definition of “Competing Business”: (a) any business or business activities to the extent such opportunity involves fresh water facilities, including without limitation the ownership, purchase, sale, storage, and transportation by pipeline of fresh water; (b) any business or business activities involving the disposal of water: (i) which is or is anticipated to be transported by a third party to any disposal facility owned by NGL Permian or any of its Affiliates; and (ii) for which NGL Permian (or any Affiliate of NGL Permian) does not or will not collect a fee for the transportation thereof; and (c) any business or business activities involving the treatment of water: (i) which is or is anticipated to be transported by a third party to any treatment facility owned by NGL Permian or any of its Affiliates; and (ii) for which NGL Permian (or any Affiliate of NGL Permian) does not or will not collect a fee for the transportation thereof.

“Distributable Cash” means all cash, revenues, and funds received by the Company from the Company’s operations, less the sum of the following to the extent paid or set aside by the Company: (i) all principal and interest payments due within thirty (30) days on indebtedness of the Company and all other sums currently due to lenders; (ii) all cash expenditures incurred incident to the normal operations of the Company’s business; and (iii) such cash reserves in an amount not to exceed $250,000 as the Managers deem reasonably necessary to the proper operation of the Company’s business.

“Drag-Along Notice” has the meaning set forth in Section 3.6.

“Drag-Along Notice Period” has the meaning set forth in Section 3.6.

“Drag-Along Right” has the meaning set forth in Section 3.6.

3

“Drag-Along Transferor” has the meaning set forth in Section 3.6.

“Effective Date” has the meaning set forth in the Preamble.

“Entity” means any joint venture, general partnership, limited partnership, limited liability company, corporation, trust, business trust, cooperative, association, or other incorporated or unincorporated entity.

“Fair Market Value” means the fair market value, as determined by agreement between the Person selling Units and the Person buying Units under this Agreement, or failing such an agreement, as may be determined by appraisal.  To determine the Fair Market Value by appraisal, each Person involved as a buyer or seller of Units may jointly agree on the appointment of a single independent appraiser whose determination of the fair market value of the Units to be sold shall be final.  If the parties do not agree on an appraiser, they each shall appoint one (1) independent appraiser, the two (2) of whom shall thereupon appoint a third (3rd) independent appraiser, within seven (7) days following the appointment of the second appraiser.  If a party fails to appoint an appraiser within ten (10) days following receiving notice from the other party of the appointment of the first appraiser, then such party shall be deemed to have consented to the appraiser selected by the other party and that appraiser’s determination of the fair market value shall be final.  Once three (3) appraisers are appointed, each appraiser shall determine the fair market value.  The fair market value shall be the middle value; provided, however, if two of the values are equal, the fair market value shall be the amount agreed-upon by those two appraisers.  For example, if the three values were $9, $10, and $12, the fair market value would be $10; and if the three values were $9, $9, and $12, the fair market value would be $9.  Such appraiser or appraisers shall, as a condition of their engagement, execute agreements to keep any information they receive concerning the Company confidential.  The expenses of such appraisal shall be borne equally by the Person selling the Units and the Person or Persons buying Units.

“Family Member” means, with respect to a Member (which for purposes of this definition shall include the majority owner of a Member that is an Entity), (i) any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such Member, including any adoptive relationships; (ii) any trust for the sole benefit of such Member and/or any or all of such Persons described in (i) above; and (iii) any other Entity in which such Member and/or any or all of such Persons described in (i) or (ii) above own or possess, directly or indirectly, all of the voting and equity interests;

“Fiscal Year” means the Company’s fiscal year, which shall begin on January 1st and end on December 31st.

“IRS Regulations” means the tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Losses” means, for each Fiscal Year, the losses and deductions of the Company determined in accordance with accounting principles consistently applied from year to year

4

employed under the Company’s method of accounting and as reported, separately or in the aggregate, as appropriate, on the Company’s information tax return filed for federal income tax purposes, plus any expenditures described in Code Section 705(a)(2)(B) or treated as so described pursuant to IRS Regulations Section 1.704-1(b)(2)(iv)(i).

“Majority” means, with respect to any referenced group of Managers, a combination of any of such Managers constituting more than fifty percent (50%) of the number of Managers of such referenced group who are then elected and qualified.

“Manager” means each Person designated as a Manager on Exhibit A, or any other Person or persons that succeed such Person or Persons in that capacity or are elected to act as additional Managers of the Company as provided herein.

“Maximum Lawful Rate” means the maximum, lawful, non-usurious rate that may be charged, collected, or received on a particular loan under applicable laws.

“Member” means each Person designated as a member on Exhibit A, any successor or successors to all or any part of any such Person’s Membership Interest, or any other Person admitted as a member of the Company pursuant to this Agreement, each in the capacity as a member of the Company.

“Member Loans” has the meaning set forth in Section 6.2.

“Member Nonrecourse Debt” shall mean any nonrecourse debt of the Company for which any Member bears the economic risk of loss.

“Member Nonrecourse Deduction” means the amount of deductions, losses and expenses equal to the net increase during the year in Minimum Gain attributable to a Member Nonrecourse Debt, reduced (but not below zero) by proceeds of such Member Nonrecourse Debt distributed during the year to the Members who bear the economic risk of loss for such debt, as determined in accordance with applicable Treasury Regulations.

“Minimum Gain” means (a) with respect to Company Nonrecourse Liabilities, the amount of gain that would be realized by the Company if it disposed of (in a taxable transaction) all Company properties that are subject to Company Nonrecourse Liabilities in full satisfaction of Company Nonrecourse Liabilities, computed in accordance with applicable IRS Regulations, or (b) with respect to each Member Nonrecourse Debt, the amount of gain that would be realized by the Company if it disposed of (in a taxable transaction) the Company property that is subject to such Member Nonrecourse Debt in full satisfaction of such Member Nonrecourse Debt, computed in accordance with applicable IRS Regulations.

“Membership Interest” means, with respect to any Member at any time, the entire equity interest (or “membership interest” as that term is used in the TBOC) of a Member in the Company and all rights and liabilities associated therewith, including that Member’s Units.

“NGL Permian” means NGL Water Solutions Permian, LLC, a Colorado limited liability company.

5

“NGP BMH” means NGP Black Mtn.  Holdings, L.L.C., a Delaware limited liability company.

“Nonrecourse Deductions” has the meaning set forth in IRS Regulations Section 1.704-2(b).

“Non-Competition Period” has the meaning set forth in Section 3.16(b).

“Offered Units” means the number of Units (or portion thereof) that are subject to a proposed Transfer under Section 3.4 or Section 3.6.

“Originating Member” has the meaning set forth in Section 3.17.

“Other Members” has the meaning set forth in Section 3.4.

“Participating Member” has the meaning set forth in Section 3.17(b).

“Permitted Transferee” means, with respect to a Member, (i) an Affiliate of such Member, (ii) a Family Member of such Member, (iii) another Member of the Company, and (iv) with respect to Black Mountain Water Pipelines LLC, any acquisition of membership interests or units, or any other investment, by NGP BMH in Black Mountain Water Pipelines LLC.

“Person” means any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of that Person where the context so admits.

“Pledge” or any derivation thereof, means, as the context may require, a pledge, encumbrance, lien, mortgage, hypothecation, or similar disposition (other than a Transfer) with respect to the applicable property in connection with the granting of a lien or security interest to secure an obligation of the pledgor.

“Prime Rate” means the rate of interest per annum stated from time to time in The Wall Street Journal (or any successor publication thereto) as the base rate on corporate loans for at least seventy-five percent (75%) of the thirty (30) largest banks in the United States.

“Pro Rata” means the ratio determined by dividing the number of Units of Members to whom a particular provision of this Agreement is stated to apply by the aggregate of the number of Units of all Members to whom that provision is stated to apply.

“Profits” means, for each Fiscal Year, the income and gains of the Company determined in accordance with accounting principles consistently applied from year to year employed under the Company’s method of accounting and as reported, separately or in the aggregate, as appropriate, on the Company’s information tax return filed for federal income tax purposes, plus any income described in Code Section 705(a)(1)(B).

“Property” means all of the assets of the Company.

“Proposed Transfer” has the meaning set forth in Section 3.5.

6

“Purchase Agreement” means that certain Contribution and Sale Agreement, dated as of the Effective Date, by and among the Company, the Members, Eclipse Land Company LLC and Eclipse Midstream LP, a Texas limited partnership.

“Regulatory Allocations” has the meaning set forth in Section 7.2(f).

“Remaining Units” has the meaning set forth in Section 3.4(b).

“Restricted Area” means the area described on Exhibit B attached hereto and made a part hereof by this reference.

“Right of First Refusal” has the meaning set forth in Section 3.4.

“Salt Water Disposal Services and Interconnect Agreement” means the Salt Water Disposal Services and Interconnect Agreement, dated of even date herewith, between the Company and NGL Permian, relating to disposal services for flowback and produced water transported in one or more pipelines operated by the Company.

“Seller” has the meaning set forth in Section 3.4.

“Substitute Member” has the meaning set forth in Section 3.7.

“Tag-Along Notice” has the meaning set forth in Section 3.5.

“Tag-Along Notice Period” has the meaning set forth in Section 3.5.

“Tag-Along Right” has the meaning set forth in Section 3.5.

“Tax Matters Partner” has the meaning set forth in Section 8.5

“TBOC” means the Texas Limited Liability Company Law, Title 3 of the Texas Business Organizations Code, as the same may be amended from time to time.

“Third-Party Purchaser” means any Person who is not a Permitted Transferee of such Member.

“Transfer,” or derivations thereof, of an interest means, as a noun, the transfer, sale, assignment, exchange or other disposition (excluding a Pledge) of a Membership Interest, or any part thereof, directly or indirectly, and as a verb, voluntarily to transfer, sell, assign, exchange, or otherwise dispose of (other than pursuant to a Pledge); provided, however, that the transfer to or the receiving by any Person of a direct or indirect interest in NGP XI US Holdings, L.P., a Delaware limited partnership, shall not constitute a receipt of a direct or indirect interest in the Company or otherwise constitute a “Transfer” of an interest for purposes of this Agreement.  For the avoidance of doubt, for purposes of this Agreement, the term “Transfer” shall include any foreclosure or similar action taken by a lender or other party exercising its rights with respect to a Pledge of any Units in accordance with the terms of this Agreement.

7

“Transfer Amount” means the proposed price for the purchase of Offered Units, being equal to the amount of the monetary consideration, if any, plus the Fair Market Value of the other consideration.  If the Offered Units are proposed to be Transferred by gift or otherwise without consideration to the Seller, the Transfer Amount shall be equal to the Fair Market Value.

“Transfer Notice” shall mean a written notice pursuant to Section 3.4 stating the number of Offered Units (or portion thereof) that are subject to such proposed Transfer, the identity of the proposed transferee, and the other terms and conditions of such proposed Transfer, including the Transfer Amount for any proposed Transfer.

“Transfer Notice Date” has the meaning set forth in Section 3.4.

“Transferor” has the meaning set forth in Section 3.5.

“Transferring Member” has the meaning set forth in Section 3.3(b).

“Transportation and Disposal Fee” has the meaning set forth in Section 3.17(a)(i).

“Units” means equal units of economic interest of all Members, and all rights and liabilities associated therewith, at any particular time, including, without limitation, rights to distributions (liquidating or otherwise) and allocations.

1.2.Other Definitional Provisions.  All terms used in this Agreement that are not defined in this Article 1 have the meanings contained elsewhere in this Agreement.  Defined terms used herein in the singular shall import the plural and vice versa.

ARTICLE 2

FORMATION

2.1.Name and Formation.  The name of the Company is “NGL Water Pipelines, LLC.” All business of the Company must be conducted in that name or in one or more other names that comply with applicable law and that are selected by the Managers from time to time.  The Company was formed as a limited liability company upon the issuance of the Certificate to the Company from the Secretary of State of the State of Texas pursuant to the TBOC.

2.2.Principal Place of Business.  The principal office and place of business of the Company are set forth on Exhibit A.  The Company may locate its place of business and principal office at any other place or places as the Managers may from time to time deem necessary or advisable.

2.3.Registered Office and Agent.  The registered office and registered agent of the Company shall be the registered office and registered agent named in the Certificate and set forth on Exhibit A.  The Company may change the registered office and registered agent as the Managers may from time to time deem necessary or advisable.

8

2.4.Duration.  The period of duration of the Company is perpetual from the date its Certificate was filed with the Secretary of State of the State of Texas, unless the Company is earlier terminated in accordance with either the provisions of this Agreement or the TBOC.

2.5.Purposes and Powers.  The purpose for which the Company is organized is to transact any or all lawful business related to the purchase, construction, ownership, maintenance, operation, and sale of water pipelines, for which limited liability companies may be organized under the TBOC.  The Company shall have any and all powers that are necessary or desirable to carry out the purposes and business of the Company, to the extent the same may be legally exercised by limited liability companies under the TBOC.  The Company shall carry out the foregoing activities pursuant to the arrangements set forth in the Certificate and this Agreement.

2.6.Foreign Qualification.  The Managers shall cause the Company to comply, to the extent legally possible, with all requirements necessary to qualify the Company as a foreign limited liability company in each jurisdiction in which the Company conducts business.  To the extent required by law or as the Managers determine is otherwise advisable, the Managers shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue, and terminate the Company as a foreign limited liability company in all jurisdictions in which the Company conducts business.

2.7.No State-Law Partnership.  Each Manager and Member intends that (i) the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, (ii) no Member or Manager be a partner or joint venturer of any other Member or Manager, for any purposes other than federal and, in certain cases, state tax purposes, and (iii) this Agreement may not be construed to suggest otherwise.  This Section 2.7 does not prohibit a Member or Manager, in its individual or independent capacity, from being associated with another Member or Manager in another Person.

ARTICLE 3

MEMBERSHIP

3.1.Members.  The Members are set forth on Exhibit A.

3.2.Additional Members.  Additional Persons may be admitted to the Company as Members on the terms and conditions as determined with the Approval of the Members.  The provisions of this Section 3.2 shall not apply to Transfers or Pledges of Membership Interests.

3.3.Transfer and Pledge Restriction.

(a)Transfers.  Notwithstanding any other provision of this Agreement, no Member may Transfer or Pledge in any manner whatsoever all or any part of its Units unless (i) either (A) with respect to a Transfer, such Member has obtained the Approval of the Members, has fully complied with the provisions of Section 3.4, Section 3.5, and Section 3.6, as applicable, for that Transfer, or is Transferring its Units to a Permitted Transferee or (B) with respect to a Pledge, such Pledge has been Approved by the Members, (ii) after giving effect thereto, such Transfer or Pledge would not cause the Company to be classified as other than a partnership for

9

U.S.  federal income tax purposes, and (iii) such Transfer or Pledge would not result in a violation of applicable law, including U.S.  federal or state securities laws, or any term or condition of this Agreement.

(b)Power of Attorney.  Each Member that Transfers its Units pursuant to Section 3.4, Section 3.5, or Section 3.6 (the “Transferring Member”), by execution of this Agreement or any counterpart thereof, does hereby irrevocably nominate, constitute, and appoint each Manager as its true and lawful attorney-in-fact, with full power and authority, in the Transferring Member’s name, place and stead to make, execute, acknowledge, swear to, deliver, file, and record any or all of the documents or instruments necessary to Transfer that Transferring Member’s Units, and to give notice to creditors and others dealing with the Company of the termination of the Transferring Member’s interest in the Company and to publish notice of the termination of the Transferring Member’s interest in the Company, all in the event the Transferring Member fails or refuses promptly to do so.  The foregoing power of attorney, being coupled with an interest, is hereby declared irrevocable and shall survive the death, dissolution, disability, or Bankruptcy of the Transferring Member.

(c)Purported Transfers.  Any purported Transfer by a Member or any Assignee of a Member of any Units that is not in compliance with this Agreement is hereby declared to be null and void and of no force or effect whatsoever.

3.4.Right of First Refusal.  Each time a Member (the “Seller”) desires to make any Transfer of all or any portion of his or its Units (other than to a Permitted Transferee), such Seller must comply with the provisions of this Section 3.4.  The Seller shall inform the Managers and the Members (other than the Seller) (the “Other Members”) by delivering a Transfer Notice.  The date upon which such Transfer Notice is received being the “Transfer Notice Date.” If the Transfer Amount is determined by appraisal, then for the remainder of this Section 3.4 the “Transfer Notice Date” shall be the date of the final determination of the Transfer Amount by the appraiser.  By giving the Transfer Notice, the Seller shall be deemed to have granted to the Company and the Other Members an option (“Right of First Refusal”) to purchase the Offered Units for the price and upon the terms set forth in this Section 3.4, as follows:

(a)Within thirty (30) days following the Transfer Notice Date, the Managers (on the Company’s behalf) shall notify the Other Members of the number of Offered Units with respect to which the Company elects to exercise the Right of First Refusal and purchase in accordance with this Section 3.4.

(b)If the Company notifies the Other Members that it will exercise its option to purchase none or less than all of the Offered Units, each of the Other Members shall have until the forty-fifth (45th) day following the Transfer Notice Date within which to notify the Company of such Member’s election to purchase such Member’s Pro Rata portion of the remaining Offered Units.  If any of the Other Members elect to purchase none or less than all of its Pro Rata portion of the remaining Offered Units (the remaining Offered Units that such Member elects not to purchase being called “Remaining Units”), the Company shall, within fifty (50) days of the Transfer Notice Date, notify the Other Members of such election and each of the Other Members, Pro Rata or as they may otherwise agree, may elect, by notifying the Company in writing within sixty (60) days of the Transfer Notice Date to purchase such Remaining Units.

10

Any Member notifying the Company of its desire to purchase any of the Offered Units shall be obligated to do so unless the last sentence of subsection (e) herein applies.

(c)Upon determination of the number of Offered Units to be purchased by the Company and/or the Members, the Company, on its behalf and on behalf of the Members who are purchasing Offered Units, shall give notice of exercise to the Seller within sixty-five (65) days of the Transfer Notice Date.

(d)If the Company and/or the Members do not elect to purchase all of the Offered Units within the period provided, then (i) all of such remaining Offered Units may be disposed of by the Seller to the prospective transferee named in the Transfer Notice and (ii) to the extent applicable, the Seller may elect to exercise the Drag-Along Right in Section 3.6, for the price and on the terms and conditions set forth in the Transfer Notice, at any time within one hundred and twenty (120) days after the Transfer Notice Date, provided each transferee shall, prior to a Transfer to such transferee, execute and deliver to the Company a valid and binding agreement to the effect that any Units so Transferred shall continue to be subject to all of the provisions of this Agreement.  Any Units not so disposed of within such one hundred and twenty (120) day period shall also remain subject to all of the provisions of this Agreement.

(e)Notwithstanding any other provision of this Agreement, in no event shall any Seller be required to sell any of the Offered Units to the Company and/or the Members unless, within the period provided, the Seller has been notified by the Company and/or the Members that all the Offered Units will be purchased by the Company, the Members or both.  If the Company and/or the Members do not elect to purchase all the Offered Units, then neither the Company nor the Members shall have any obligation to purchase any of the Offered Units, and the Right of First Refusal shall be deemed to have been declined.

(f)No Assignee shall be admitted as a Substitute Member except as provided in the provisions of Section 3.7.

(g)The Company and the Managers shall be entitled to treat the record owner (on the books of the Company) of any Membership Interest as the absolute owner thereof in all respects, and shall incur no liability for distributions of cash or other property made in good faith to such owner until such time as a written instrument of assignment of such Membership Interests has been received and accepted by the Managers and recorded on the books of the Company.

(h)For the avoidance of doubt, the Tag-Along Rights set forth in Section 3.5 shall only apply if (i) the Company and/or the Other Members have not exercised their Right of First Refusal pursuant to this Section 3.4 and (ii) the Seller has not elected to exercise the Drag-Along Right pursuant to Section 3.6.

3.5.Tag-Along Right.  In addition to the requirements set forth in Section 3.3(a) and subject to the Right of First Refusal and the Drag-Along Right (to the extent applicable), if any Member acting individually, or any group of Members acting jointly (individually or jointly, the “Transferor”), proposes to Transfer at least fifty percent (50%) of the outstanding Units of the Company to a Third-Party Purchaser, then the Transferor shall offer the other Members the right

11

to include in his Transfer to the Third-Party Purchaser a Pro Rata portion of the other Members’ Units (based on the proportion that the transferred portion of the Transferor’s Units bears to the Transferor’s total number of Units) on the same terms and conditions as the Transferor (a “Tag-Along Right”).  Prior to the consummation of any proposed Transfer described in this Section 3.5 (a “Proposed Transfer”), the Transferor shall offer to the other Members the right to be included in the Proposed Transfer by sending written notice (the “Tag-Along Notice”) to the other Members, which notice shall (i) state the portion of the Transferor’s Units to be sold, (ii) state the proposed purchase price per Unit and all other material terms and conditions of such sale (including the identity of the Third-Party Purchaser), and (iii) be accompanied by the written Transfer agreement between the Transferor and that Third-Party Purchaser.  That Tag-Along Right shall be exercisable by written notice to the Transferor with copies to the Company given within ten (10) Business Days after receipt of the Tag-Along Notice (the “Tag-Along Notice Period”).  Failure by a Member to respond within the Tag-Along Notice Period shall be regarded as a rejection of the offer made pursuant to the Tag-Along Notice and a decline by the Member of its rights under this Section 3.5.  If a Member elects to participate in the Proposed Transfer, such Member shall be obligated to sell its Pro Rata portion of its Units for a purchase price equal to the purchase price per Unit described in the Tag-Along Notice and upon the other terms and conditions of such transaction (and otherwise take all reasonably necessary action to cause consummation of the proposed transaction, including voting such Units in favor of such transaction and becoming a party to the transfer agreement).

3.6.Drag-Along Right.  In addition to the requirements set forth in Section 3.3(a), but subject to the Right of First Refusal set forth in Section 3.4, if any Member acting individually, or any group of Members acting jointly (individually or jointly, the “Drag-Along Transferor”), proposes to Transfer at least fifty percent (50%) of the outstanding Units of the Company to a Third-Party Purchaser, then the Transferor shall have the right (assuming that neither the Company nor the Other Members have exercised the Right of First Refusal) to require the other Members to include in such Transfer to the Third-Party Purchaser a Pro Rata portion of the other Members’ Units (based on the proportion that the transferred portion of the Transferor’s Units bears to the Transferor’s total number of Units) on the same terms and conditions as the Transferor (a “Drag-Along Right”).  The Drag-Along Right shall be exercisable by giving written notice to the other Members with copies to the Company (the “Drag-Along Notice”) given within thirty (30) Business Days prior to the Proposed Transfer (the “Drag-Along Notice Period”), which notice shall (i) state the portion of the Transferor’s Units to be sold, (ii) state the proposed purchase price per Unit and all other material terms and conditions of such sale (including the identity of the Third-Party Purchaser), and (iii) be accompanied by the written Transfer agreement between the Transferor and that Third-Party Purchaser.  Upon Transferor’s exercise of the Drag-Along Right by giving the Drag-Along Notice, such other Members shall be obligated to sell their respective Pro Rata portion of their Units for a purchase price equal to the purchase price per Unit described in the Drag-Along Notice and upon the other terms and conditions of such transaction (and otherwise take all reasonably necessary action to cause consummation of the proposed transaction, including voting such Units in favor of such transaction and becoming a party to the transfer agreement).

3.7.Substitute Member.  No Assignee shall have the right to become a substitute Member (a “Substitute Member”) upon Transfer of any Units to it unless all the following conditions are satisfied:

12

(a)The Member and the Assignee shall have executed and acknowledged such other instruments and taken such other action as the Managers shall deem reasonably necessary or desirable to effect such substitution, including, without limitation, the execution by the Assignee of a subscription agreement and an appropriate amendment to this Agreement;

(b)The conditions set forth in Section 3.3(a) shall have been satisfied, and, if requested by the Managers, the Member or the Assignee shall have obtained an opinion of counsel satisfactory to the Managers; and

(c)The Member or the Assignee shall have paid to the Company such amount of money as is sufficient to cover all expenses incurred by or on behalf of the Company in connection with such substitution.

3.8.Assignee’s Rights.

(a)Unless an Assignee becomes a Substitute Member in accordance with the provisions of Section 3.7, it shall not be entitled to any of the rights (including voting rights) granted to a Member hereunder or under the TBOC, other than the right to receive the share of distributions and any other items attributable to a Member’s Units to which its assignor would otherwise be entitled.

(b)Any Member that Transfers all of its Units shall cease to be a Member.

3.9.Tax Matters.  On the Transfer of all or part of any Units, at the request of the Assignee of the Units, the Managers may cause the Company to elect, pursuant to Code Section 754 to adjust the tax basis of the properties of the Company as provided by Code Sections 734 and 743.

3.10.Information.  In addition to the other rights specifically set forth in this Agreement, each Member is entitled to all information to which that Member is entitled to have access pursuant to the TBOC, under the circumstances therein stated.

3.11.Lack of Authority.  No Member (unless that Member is also a Manager or an officer and is acting in that capacity pursuant hereto) has the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company or to incur any expenditures on behalf of the Company.

3.12.Liability to Third Parties.  No Member or Manager is liable for the debts, obligations, or liabilities of the Company, including under a judgment, decree or order of a court.

3.13.Withdrawal.  No Member has the right to withdraw from the Company as a Member without the unanimous consent of all Members to permit that withdrawal.

3.14.Compensation.  No compensation shall be paid by the Company to any Person in his capacity as a Member.  This Section 3.14 shall not be construed to preclude any Member from receiving distributions from Distributable Cash.

13

3.15.Certificates.  Certificates in the form determined by the Managers may be delivered representing all Membership Interests to which Members are entitled.  If issued, such certificates shall be consecutively numbered, and shall be entered in the books of the Company as they are issued.  Each certificate shall state on the face thereof the holder’s name, the Membership Interest represented thereby and such other matters as may be required by applicable laws.  Each such certificate shall be signed by at least one (1) Manager and may be sealed with the seal of the Company or a facsimile thereof if adopted.  The signature of the Managers upon the certificates may be a facsimile.  Subject to Section 3.3, upon surrender to the Company or the transfer agent of the Company of a certificate for Membership Interests duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Company to issue a new certificate to the Person entitled thereto, cancel the old certificate and record the transaction upon its books and records.

3.16.Confidentiality, Non-Competition, Non-Solicitation and Non-Recruitment.

For purposes of this Section 3.16, “Member” shall mean each Member and each Affiliate and owner of such Member, except that, with respect to Black Mountain Water Pipelines LLC, Section 3.16 and any other section of this Agreement applicable by virtue of Section 3.16 shall not apply to NGP XI US Holdings, L.P., a Delaware limited partnership, its Affiliates (other than NGP BMH) or any entity in which NGP XI US Holdings, L.P or any of its Affiliates directly or indirectly holds an ownership interest (other than NGP BMH and its direct and indirect subsidiaries).

(a)Confidential Information.  The Company (which for the purposes of this Section 3.16 shall mean the Company and each of its subsidiaries) agrees to provide each Member certain Confidential Information to which that Member has not previously had access.  In exchange, such Member shall not, during the period of participation in the Company under this Agreement or at any time thereafter, disclose to anyone, including, without limitation, any Person, or publish, or use for any purpose, any Confidential Information, except as: (i) required in the ordinary course of the Company’s business or the Member’s work for the Company; (ii) compelled by law (but the Member must notify the other Members promptly of any request for that information, before disclosing it, if legal and practicable); (iii) directed and authorized in writing by the Company; or (iv) for disclosure to attorneys, advisers or representatives of the Member or Persons to whom that Member’s Membership Interest may be Transferred as permitted by this Agreement, but only if the recipients have agreed to be bound by the provisions of this Section 3.16.  Upon the termination of the Member’s participation in the Company, for any reason, the Member shall immediately return and deliver to the Company any and all papers, books, records, documents, memoranda, manuals, e-mail, electronic or magnetic recordings or data, including all copies thereof, belonging to any Applicable Entity, containing Confidential Information, or relating to the business of an Applicable Entity, which are in the Member’s possession, whether prepared by that Member or others.  If at any time after termination of the Member’s participation in the Company, for any reason, the Member determines that the Member has any Confidential Information in the Member’s possession or control, the Member shall immediately return to the Company all such Confidential Information in the Member’s possession or control, including all copies and portions thereof.

14

(b)The Restrictive Covenants.  Each Member recognizes and agrees that: (i) the Applicable Entities have devoted a considerable amount of time, effort, and expense to develop their Confidential Information and business goodwill; (ii) the Confidential Information and the Company’s business goodwill are valuable assets to the Company; and (iii) any unauthorized use or disclosure of the Company’s Confidential Information would cause harm to the Company for which there is no adequate remedy at law, including damage to the Company’s business goodwill.  Accordingly, and except as expressly provided otherwise herein, each Member agrees that to protect the Company’s Confidential Information and business goodwill, it is necessary to enter into the following restrictive covenants:

The Member, individually and as a principal, partner, stockholder, manager, agent, consultant, contractor, employee, lender, investor, director and officer of any corporation or association, and in each and every other manner or capacity whatsoever, agrees that during the period in which the Member is a Member in the Company and two and one-half (21/2) years following the date on which the Member has ceased to hold Membership Interests in the Company for any reason (the “Non-Competition Period”), the Member shall not, whether directly or indirectly, without the Approval of the Members:

(i)Non-Solicitation.  Solicit business, attempt to solicit business, or accept business from any of the Applicable Entities’ clients, customers, prospective or potential clients or customers, or those individuals or entities that any of the Applicable Entities did business with during the twenty-four (24)-month period preceding the date on which the Member ceased to hold a Membership Interest in the Company or with whom the Member solicited or dealt with, in any capacity, during the twenty-four (24)-month period preceding the date on which the Member ceased to hold a Membership Interest in the Company, provided that, this restriction applies only to business that is within the scope of the Company’s business purpose and only to the extent that such business is or was conducted within the Restricted Area.

(ii)Non-Recruitment.  Hire, solicit for employment, induce or encourage to leave the employment of any of the Applicable Entities or otherwise cease employment with any of the Applicable Entities, any past or present employee of any of the Applicable Entities working in the Restricted Area; or solicit or encourage any supplier, contractor, partner or investor of the Applicable Entities to terminate, limit or otherwise alter its relationship with the Applicable Entities with respect to their activities in the Restricted Area.

(iii)Non-Competition.  Become employed by, invest in, consult for, manage, finance, advise, endorse, perform services, establish, or otherwise engage in any capacity with a Competing Business in the Restricted Area.  Notwithstanding the foregoing, (A) the Member may own, as part of a mutual fund or other aggregated securities product (but not direct ownership), solely as an investment, securities of any business traded on any national securities exchange or NASDAQ, provided that the Member does not own more than three percent (3%) of such business, and (B) it may become employed by, invest in, consult for, manage, finance, advise, endorse, perform services, establish, or otherwise engage in any capacity with a Competing Business in the Restricted Area to the extent allowed pursuant to Section 3.16.

15

(c)Remedies.  Each Member acknowledges that the restrictions contained in this Section 3.16, in view of the nature of the Company’s business, are reasonable and necessary to protect legitimate business interests and business goodwill and that any violation of this Agreement would result in injury.  In the event of a breach by the Member of any provision of this Section 3.16 or should all or any part or application of Section 3.16(b) be held or found invalid or unenforceable for any reason, the Company shall be entitled to take the following actions against that Member:

(i)Temporary Restraining Order and Injunctive Relief.  A temporary restraining order and injunctive relief (without necessity of posting bond) restraining the Member from the commission of any breach of this Section 3.16 and to recover the Company’s attorneys’ fees, costs and expenses related to the breach.

(ii)Damages, Attorneys’ Fees and Costs.  The Company shall also be allowed to recover the Company’s attorneys’ fees, costs and expenses, as allowed by law, related to any breach or threatened breach of this Agreement, as well as all other damages, allowed by law, arising from the Member’s breach or threatened breach of this Section 3.16.

The existence of any claim or cause of action by any Member against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the restrictive covenants contained in this Section 3.16.

(d)Reformation.  Each Member and the Company agree that all of the covenants contained in this Section 3.16 shall survive the termination or expiration of this Agreement, and agree further that in the event any of the covenants contained in this Section 3.16 shall be held by any court to be effective in any particular area or jurisdiction only if said covenant is modified to limit its duration or scope, then, at the sole option of the Manager, the provisions of Section 3.16(c)(i) may be deemed to have been triggered, and the rights, liabilities, and obligations set forth therein shall apply.  In the event the Company does not elect to trigger application of Section 3.16(c)(i), then the court shall have such authority to so reform the covenant and the parties hereto shall consider such covenant(s) and/or other provisions of this Section 3.16 to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court and, as to all other jurisdictions, the covenants contained herein shall remain in full force and effect as originally written.

(e)Tolling.  If a Member violates any of the restrictions contained in this Section 3.16, the Non-Competition Period will be suspended and will not run in favor of the Member until such time that the Member cures the violation to the satisfaction of the Manager.

(f)Notice.  If a Member, in the future, seeks or is offered employment in a Competing Business, or any other position or capacity with another company or entity in a Competing Business, the Member agrees to inform each new employer or entity, before accepting employment, of the existence of the restrictions in this Section 3.16.  Further, before taking any employment position with any Person during the Non-Competition Period, the Member agrees to give prior written notice to the Company of the name of such Person.  The Company shall be entitled to advise such Person of the provisions of Section 3.16 and to

16

otherwise deal with such Person to ensure that the provisions of Section 3.16 are enforced and duly discharged.

3.17.Company Opportunities.  During the term of this Agreement, each Member shall present any Company Opportunity that comes to the attention of such Member or such Member’s Affiliates or owners (the “Originating Member”) to the Company for consideration by the Company and the other Members before pursuing that opportunity; provided that this Section 3.17 shall not apply to NGP, its Affiliates or any entity in which NGP or any of its Affiliates directly or indirectly holds an ownership interest (other than NGP Black Mtn.  Holdings, L.L.C.  and its direct and indirect subsidiaries).

(a)If such Company Opportunity is Approved by the Members, then the Originating Member shall not pursue that opportunity for itself or for anyone other than the Company (as directed by the Managers with the Approval of the Members), and the Company instead shall be entitled to pursue such opportunity, subject to the terms set forth in subparagraphs (i) and (ii) below.

(i)If the Company Opportunity involves the transportation of water to any disposal facility owned by NGL Permian or any of its Affiliates, with transportation and disposal services to be billed under a single contract, (1) NGL Permian shall be a party to any customer contract entered into with respect to such Company Opportunity and shall be responsible for, on behalf of itself and the Company, invoicing the relevant customer and collecting revenue as a water pipeline tariff and disposal fee for every Barrel of water transported and disposed of pursuant to such customer contract (the “Transportation and Disposal Fee”) and (2) NGL Permian shall share such Transportation and Disposal Fee with the Company as follows:

(A)NGL Permian shall pay the Company one-third (1/3) of the first $0.75 per applicable Barrel of the Transportation and Disposal Fee and NGL Permian shall retain two-thirds (2/3) of the first $0.75 per Barrel of the Transportation and Disposal Fee;

(B)NGL Permian shall pay the Company one-half (50%) of the next $0.30 per applicable Barrel, in straight-line increments thereof, of the Transportation and Disposal Fee and NGL Permian shall retain the other one-half (50%) of the Transportation and Disposal Fee;

(C)NGL Permian shall pay the Company all of the Transportation and Disposal Fee in excess of $1.05 per applicable Barrel and NGL Permian shall retain none of the Transportation and Disposal Fee in excess of $1.05 per applicable Barrel;

provided, however, that at no time shall NGL Permian receive less than $0.50 per applicable Barrel or more than $0.65 per applicable Barrel of a Transportation and Disposal Fee unless otherwise mutually agreed by the Company and NGL Permian in writing.

17

(ii)With respect to any Company Opportunity other than a Company Opportunity that involves the transportation of water to a disposal facility owned by NGL Permian or any of its Affiliates (with transportation and disposal services to be billed under a single contract), the Company shall be a party to any customer contract(s) entered into with respect to such Company Opportunity and NGL Permian shall have no responsibilities or rights with respect to invoicing customers and/or collecting any tariffs or fees.

(b)If it is determined that the Company shall not pursue such Company Opportunity but one or more Members desire to pursue the Company Opportunity (each a “Participating Member”), the Participating Members may pursue such Company Opportunity outside of the Company, Pro Rata or as they may otherwise agree, on the same terms and conditions presented to the Company and the Members without violating Section 3.16(b)(iii).

(c)If it is determined that the Company shall not pursue such Company Opportunity and none of the Members want to pursue the Company Opportunity, the Originating Member shall be entitled to pursue such Company Opportunity outside of the Company on the same terms and conditions presented to the Company and the Members without violating Section 3.16(b)(iii).

ARTICLE 4

MEETINGS OF MEMBERS

4.1.Place.  All meetings of the Members shall be held at the principal office of the Company or at such other place within or without the State of Texas as may be determined by the Managers and set forth in the respective notice or waivers of notice of such meeting.

4.2.Annual Meetings.  The annual meeting of the Members for the election of Managers and the transaction of such other business as may properly come before the meeting shall be held at such time and date as shall be designated by the Managers from time to time and stated in the notice of the meeting.  Such annual meeting shall be called in the same manner as provided in this Agreement for special meetings of the Members, except that the purposes of such meeting must be enumerated in the notice of such meeting only to the extent required by law in the case of annual meetings.

4.3.Special Meetings.  Special meetings of the Members may be called by the Managers or by the holders of not less than twenty-five percent (25%) of all the Units.  Business transacted at all special meetings shall be confined to the purposes stated in the notice.

4.4.Notice.  Written or printed notice stating the place, day and hour of the meeting and, in the case of special meetings, the purpose or purposes for which the meeting is called, shall be delivered not less than seven (7) nor more than sixty (60) days before the date of the meeting, by or at the direction of the Managers or Person calling the meeting, to each Member of record entitled to vote at such meeting.

4.5.Quorum.  The Members holding at least eighty percent (80%) of the Units shall constitute a quorum at all meetings of the Members, except as otherwise provided by law.  Once a quorum is present at the meeting of the Members, the subsequent withdrawal from the meeting

18

of any Member prior to adjournment or the refusal of any Member to vote shall not affect the presence of a quorum at the meeting.  If, however, such quorum shall not be present at any meeting of the Members, the Members entitled to vote at such meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the holders of the requisite amount of Units shall be present or represented.  At any meeting of the Members at which a quorum is present, an action Approved by the Members shall be the act of the Members, unless the vote of a greater number is required by law or this Agreement.

4.6.General Voting Procedures.  Each outstanding Unit shall be entitled to one (1) vote on each matter submitted to a vote or for approval unless otherwise provided by law.  Except as otherwise identified herein, actions taken by Members shall require the consent of Members holding a simple majority of the outstanding Units.

Actions Requiring Approval of the Members.  The following actions require the Approval of the Members:

(a)To decrease or increase the number of Managers;

(b)To form or capitalize any subsidiary of the Company;

(c)To borrow funds greater than $100,000 but less than $500,000 in the name of the Company or a subsidiary of the Company (other than Member Loans and third-party trade payables incurred in the ordinary course of business) and to approve any renewals, extensions, amendments, or modifications thereto, and to make loans to any Person;

(d)To modify the compensation provisions of Section 3.14 or Section 5.12;

(e)To designate a new Tax Matters Partner.; and

(f)To take any other action requiring the Approval of the Members as set forth in this Agreement.

Actions Requiring the Unanimous Approval of Members.  The following actions shall require the unanimous approval of the Members:

(i)To admit a new Member (other than the Members listed on Exhibit A) and/or issue additional Membership Interests in the Company;

(ii)To require Members to make additional Capital Contributions pursuant to Section 6.1(b);

(iii)To subject all or any portion of the Company’s Property or the property of a subsidiary of the Company to any mortgage, lien, or other encumbrances (other than liens arising by operation of law);

(iv)To issue guarantees or other credit enhancements on behalf of the Company or a subsidiary of the Company with respect to the obligations of any other Person;

19

(v)To enter into certain Affiliate transactions pursuant to Section 5.16;

(vi)To borrow funds equal to or greater than $500,000 in the name of the Company or a subsidiary of the Company (other than Member Loans and third-party trade payables incurred in the ordinary course of business) and to approve any renewals, extensions, amendments, or modifications thereto;

(vii)To cause the Company to sell, or dispose of, all or substantially all of its Property;

(viii)To merge or otherwise combine the Company with another Person or to enter into any reorganization or conversion of the Company;

(ix)To take any action that would make it impossible to carry on the ordinary business of the Company, including filing for bankruptcy protection;

(x)To wind-up the Company;

(xi)To cause the Company to make an election to change is classification as a partnership for all federal and state tax purposes;

(xii)To amend the Salt Water Disposal Services and Interconnect Agreement; and (xii) To amend this Agreement or the Certificate.

4.7.List of Members Entitled to Vote.  The Managers shall make, at least ten (10) days before each meeting of Members, a complete list of the Members entitled to vote at such meeting, or any adjournment of such meeting, arranged in alphabetical order, with the address of and the Units held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the Company and shall be subject to inspection by any Member at any time during usual business hours.  Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection of any Member during the whole time of the meeting.  However, failure to comply with the requirements of this Section 4.7 shall not affect the validity of any action taken at such meeting.

4.8.Registered Members.  The Company shall be entitled to treat the holder of record of any Units as the holder in fact of such Units for all purposes, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such Units on the part of any other Person, whether or not it shall have express or other notice of such claim or interest, except as expressly provided by this Agreement or the laws of the State of Texas.

4.9.Actions Without a Meeting and Telephonic Meetings.  Notwithstanding any other provision contained in this Article 4, all actions of the Members provided for herein may be taken by written consent without a meeting, or any meeting thereof may be held by means of a telephone conference.  Any action that may be taken by the Members without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by the holder or holders of Membership Interests constituting not less than the

20

minimum amount of Units that would be necessary to take the action at a meeting at which the holders of all Membership Interests entitled to vote on the action were present and voted.

ARTICLE 5

RIGHTS AND DUTIES OF MANAGERS

5.1.Management.  The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under, its designated Manager or Managers.  In addition to the powers and authorities expressly conferred by this Agreement upon the Managers, the Managers may exercise all such powers of the Company and do all such lawful acts and things as are not directed or required to be exercised or done by the Members by the TBOC or this Agreement, including, but not limited to, contracting for or incurring debts, liabilities and other obligations on behalf of the Company.

5.2.Number and Qualifications.  The number of Managers shall not be less than one (1) nor more than three (3), as may be determined by the Members from time to time, but no decrease in the number of Managers shall have the effect of shortening the term of any incumbent Manager.  Managers need not be residents of the State of Texas.  The Managers in their discretion may elect a chairman of the Managers who shall preside at meetings of the Managers.

5.3.Election.  The initial Manager of the Company shall be NGL Permian.  Unless removed in accordance with this Agreement, the Manager shall hold office until resignation or until such Manager’s successor shall be elected and qualified.

5.4.Vacancy.  Any vacancy occurring for any reason in the number of Managers shall be filled by the Approval of the Members.  A Manager elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.

5.5.Removal.  At a meeting called expressly for such purpose, all or any lesser number of Managers may be removed at any time, with or without cause, by the Approval of the Members.

5.6.Place of Meetings.  All meetings of the Managers may be held either within or without the State of Texas.

5.7.Annual Meetings.  The annual meeting of Managers shall be held, without further notice, immediately following the annual meeting of Members, and at the same place, or at such other time and place as shall be fixed with the consent in writing of all the Managers.

5.8.Regular Meetings.  Regular meetings of the Managers may be held without notice at such time and place either within or without the State of Texas as shall from time to time be determined by the Managers.

5.9.Special Meetings.  Special meetings of the Managers may be called by any Manager on three (3) Business Days’ notice to each Manager.

21

5.10.Quorum.  At all meetings of the Managers, the presence of a Majority shall be necessary and sufficient to constitute a quorum for the transaction of business unless a greater number is required by law.  At a meeting at which a quorum is present, the act of a Majority shall be the act of the Managers, except as otherwise provided by law or this Agreement.  If a quorum shall not be present at any meeting of the Managers, the Managers present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

5.11.Attendance and Waiver of Notice.  Attendance of a Manager at any meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Managers need be specified in the notice or waiver of notice of such meeting.

5.12.Compensation.  Managers, as such, shall not receive any stated salary for their services, but shall receive such compensation for the general and administrative services dedicated to the Company in an amount not to exceed $5,000 per month.  In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Managers, provided that nothing contained in this Agreement shall be construed to preclude any Manager from serving the Company in any other capacity and receiving compensation for such service.  The amount payable to the Manager under this Section shall be re-evaluated by the Members annually, and such amount may be changed only with the unanimous written approval of all Members.

5.13.Officers.  The Managers may, from time to time, designate one or more Persons to be officers of the Company.  No officer need be a Member or a Manager.  Any officers so designated shall have such authority and perform such duties as the Managers may, from time to time, delegate to them.  The Managers may assign titles to particular officers, including, without limitation, president, vice president, secretary, assistant secretary, treasurer, and assistant treasurer.  Each officer shall hold office until such Person’s successor shall be duly designated and shall qualify or until such Person’s death or until such Person shall resign or shall have been removed in the manner hereinafter provided.  Any number of offices may be held by the same Person.  The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Managers.  Any officer may be removed as such, either with or without cause, by the Managers whenever in the Managers’ judgment the best interests of the Company will be served thereby.  Any vacancy occurring in any office of the Company (other than Manager) may be filled by the Managers.

5.14.Indemnification.  The Managers and officers shall be indemnified and held harmless by the Company, but only to the extent that the Company’s assets are sufficient therefor, from and against all claims, liabilities, and expenses arising out of any management of Company affairs, but excluding those caused by the gross negligence or willful misconduct of the Manager or officer, as the case may be, subject to all limitations and requirements imposed by the TBOC.  The Company may advance expenses to the Managers and officers to defend any claim for which the Managers and officers shall be indemnified and held harmless by the Company.  These indemnification rights are in addition to any rights that the Managers and

22

officers may have against third parties.  THE FOREGOING INDEMNIFICATION SPECIFICALLY INCLUDES THOSE CLAIMS THAT ARISE OUT OF THE INDEMNIFIED PARTY’S SOLE, JOINT OR CONTRIBUTORY NEGLIGENCE, BUT SPECIFICALLY EXCLUDES THOSE CLAIMS THAT ARISE OUT OF THE INDEMNIFIED PARTY’S WILLFUL MISCONDUCT, FRAUD OR GROSS NEGLIGENCE.  THE INDEMNIFIED PARTY WOULD NOT HAVE ENTERED THIS AGREEMENT IF NOT FOR THIS INDEMNIFICATION.

5.15.Actions Without a Meeting and Telephone Meetings.  Notwithstanding any provision contained in this Article 5, all actions of the Managers provided for herein may be taken by written consent without a meeting, or any meeting thereof may be held by means of a conference telephone.  Any such action that may be taken by the Managers without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by the number of Managers constituting not less than the minimum amount of Managers that would be necessary to take such action at a meeting at which the Managers entitled to vote on the action were present and voted.

5.16.Transactions with Affiliates.  Except as otherwise provided in this Agreement, the Managers, on behalf of the Company, may not enter into any transaction, agreement, or contract with respect to the Company and/or the business and affairs of the Company, with any Person that is a Member, an Affiliate of any Member, an Affiliate of a Manager, and/or an Affiliate of the Company, unless such transaction, agreement, or contract, and any amendment thereto, is Approved by the Members; provided, however, that any amendment of the Salt Water Disposal Services and Interconnect Agreement shall require the unanimous approval of the Members pursuant to Section 4.6 hereof.  Under all circumstances, the terms to the Company of any such transaction, agreement, or contract involving the Company with any Member, any Affiliate of any Member, any Affiliate of a Manager, and any Affiliate of the Company, including the amount of fees to be paid by the Company to such Person, shall be competitive with the terms of similar transactions, agreements, or contracts obtained by persons in the same business as the Company in arms-length agreements with unrelated parties.

ARTICLE 6

CAPITALIZATION

6.1.Capital Contributions.

(a)Each Member has contributed cash or property to the Company in the amount set forth as the Capital Contribution of such Member on the books and records of the Company, as currently set forth on Exhibit A.

(b)If at any time the Managers determine that the Company has insufficient funds to carry out the purposes of the Company, the Managers may request that the Members make additional Capital Contributions; provided, however, that no Member shall be required to make an additional Capital Contribution.  In the event the Managers determine that additional Capital Contributions are required, and any Member declines to make such Pro Rata additional Capital Contributions, the other Members may make such additional Capital Contributions, and

23

such non-participating Member shall be diluted Pro Rata to the extent of such additional Capital Contribution.  By way of example only, IF: (i) three Members each initially contributed $100,000 in capital in exchange for 33.33% of the outstanding Units; (ii) the Manager determined that an additional total Capital Contribution of $100,000 was required by the Members; and (iii) two Members each contributed an additional $50,000 and the third Member declined to contribute additional capital, THEN, following such additional Capital Contributions, the two contributing Members would each hold 37.5% of the outstanding Units, and the non-contributing Member would hold 25% of the outstanding Units.

(c)No Member shall be paid interest on any Capital Contribution.

(d)Upon receipt of the initial Capital Contribution of NGL Permian pursuant to the terms of the Purchase Agreement, the Company shall distribute to Safefill Pipeline LLC and Black Mountain Water Pipelines LLC cash in the amount of $6,284,300.93.  In addition, following release of all or any portion of the Escrow Amount or Holdback Payout Amount (each as defined in the Purchase Agreement), the Company shall distribute such amounts (if any) to Safefill Pipeline LLC and Black Mountain Water Pipelines LLC pursuant to the terms of the Purchase Agreement.  For federal income tax purposes, the Members agree to treat such distributions as having first been made to Eclipse Midstream LP, as reimbursement of preformation capital expenditures under Treasury Regulation Section 1.707-4(d), to the maximum extent allowable, incurred in connection with the pipeline, right-of-way and associated assets contributed to the Company by Eclipse Midstream LP.

6.2.Member Loans.  If the Managers determine that the Company has insufficient funds to carry out the purposes of the Company, and make a request for loans to provide such funds, the Members, Pro Rata or as they may otherwise agree, may make a loan or loans to the Company.  The amount of any such loan or advance (the “Member Loans”) shall not be deemed an increase in the Capital Contributions of the Member that makes such loan or entitle that lending Member to any increase in its Membership Interest.  Unless otherwise Approved by the Members, any Member Loan (i) shall bear interest at the lower of (A) the Prime Rate plus two percent (2.0%) per annum or (B) the Maximum Lawful Rate, which interest is payable on the first day of each month, (ii) shall have a term of three (3) years, and (iii) shall be recourse to the Company but not to any Member.

6.3.Capital Accounts.

(a)A separate Capital Account shall be maintained for each Member in accordance with the requirements of Code Section 704(b) and the IRS Regulations promulgated thereunder.

(b)In the event of a permitted sale or exchange of Units, the Capital Account of the transferor shall become the Capital Account of the transferee to the extent it relates to the transferred Units.

6.4.Withdrawal or Reduction of Capital Contributions.

(a)No Member shall have the right to withdraw all or any part of his Capital Contribution or to receive any return on any portion of his Capital Contribution, except as may

24

be otherwise specifically provided in this Agreement.  Under circumstances involving a return of any Capital Contribution, no Member shall have the right to receive property other than cash.

(b)No Member shall have priority over any other Member, either as to the return of Capital Contributions or distributions; provided, however, that this subsection shall not apply to Member Loans (as distinguished from Capital Contributions) that a Member has made to the Company.

6.5.Units.  The Units of each Member are set forth opposite such Member’s respective name on Exhibit A.

6.6.Liability of Members.  No Member shall be liable for the debts, liabilities or obligations of the Company beyond such Person’s respective Capital Contribution.  Except as otherwise provided herein, no Member shall be required to contribute to the capital of, or to loan any funds to, the Company.

ARTICLE 7

ALLOCATIONS AND DISTRIBUTIONS

7.1.Allocations of Profits and Losses.  For each Fiscal Year (or portion thereof), after giving effect to the special allocations set forth in Section 7.2, Profits and Losses of the Company shall be allocated among the Members Pro Rata.  The Managers shall make the foregoing allocations as of the last day of each Fiscal Year; provided, however, that if during any Fiscal Year of the Company there is a change in any Member’s Membership Interest, the Managers shall make the foregoing allocations as of the date of each such change in a manner which takes into account the varying interests of the Members and in a manner the Managers reasonably deems appropriate.

7.2.Regulatory and Special Allocations.  Notwithstanding the provisions of Section 7.1:

(a)If during any Fiscal Year of the Company there is a net increase in Company Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to Member Nonrecourse Deductions, each Member bearing the economic risk of loss for such Member Nonrecourse Debt shall be allocated items of Company deductions and losses for such year (consisting first of cost recovery or depreciation deductions with respect to property that is subject to such Member Nonrecourse Debt and then, if necessary, a pro rata portion of the Company’s other items of deductions and losses, with any remainder being treated as an increase in Minimum Gain attributable to Member Nonrecourse Debt in the subsequent year) equal to such Member’s share of Member Nonrecourse Deductions, as determined in accordance with applicable IRS Regulations.

(b)If for any Fiscal Year of the Company there is a net decrease in Minimum Gain attributable to Company Nonrecourse Liabilities, each Member shall be allocated items of Company income and gain for such year (consisting first of gain recognized from the disposition of Company property subject to one or more Company Nonrecourse Liabilities and then, if necessary, for subsequent years) equal to such Member’s share of such net decrease (except to

25

the extent such Member’s share of such net decrease is caused by a change in debt structure with such Member commencing to bear the economic risk of loss as to all or part of any Company Nonrecourse Liability or by such Member contributing capital to the Company that the Company uses to repay a Company Nonrecourse Liability), as determined in accordance with applicable IRS Regulations.

(c)If for any Fiscal Year there is a net decrease in Minimum Gain attributable to a Member Nonrecourse Debt, each Member shall be allocated items of Company income and gain for such year (consisting first of gain recognized from the disposition of Company property subject to Member Nonrecourse Debt, and then if necessary, a pro rata portion of the Company’s other items of income and gain, and if necessary, for subsequent years) equal to such Member’s share of such net decrease (except to the extent such Member’s share of such net decrease is caused by a change in debt structure or by the Company’s use of capital contributed by such Member to repay the Member’s Nonrecourse Debt) as determined in accordance with applicable IRS Regulations.

(d)The Losses allocated pursuant to this Article 7 for any Fiscal Year shall not exceed the maximum amount of Losses that can be allocated to a Member without causing or increasing a deficit balance in the Member’s Adjusted Capital Account.  All Losses in excess of the limitations set forth in this Section 7.2(d) shall be allocated to Members with positive Adjusted Capital Account balances remaining at such time in proportion to such balances.

(e)In the event that a Member unexpectedly receives any adjustment, allocation or distribution described in IRS Regulations Section 1.704-1(b)(2)(ii)(d)(4)-(6) that causes or increases a deficit balance in such Member’s Adjusted Capital Account, items of Company income and gain shall be allocated to that Member in an amount and manner sufficient to eliminate the deficit balance as quickly as possible.

(f)The allocations set forth in subsections (a) through (e) of this Section 7.2 (collectively, the “Regulatory Allocations”) are intended to comply with certain requirements of the IRS Regulations.  It is the intent of the Members that, to the extent possible, all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 7.2(f).  Therefore, notwithstanding any other provisions of this Article (other than the Regulatory Allocations), the Managers shall make such offsetting special allocations in whatever manner determined appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to the remaining sections of this Article.

In accordance with Section 704(c) of the Code and the IRS Regulations thereunder, income and deductions with respect to any property contributed to the Company or revalued by the Company shall, solely for federal income tax purposes, be allocated among the Members in a manner to take into account any variation between the adjusted tax basis of such property to the Company and its fair market value at the time of contribution or revaluation.  In making such allocations, the Managers shall use such method or methods of allocation as they shall determine, in their sole discretion, to be reasonable, after taking into consideration the respective interests of

26

the Members and in accord with applicable IRS Regulations; provided, however, that with respect to the initial contribution of the pipeline, right-of-way and related assets to the Company, the Company shall use the “traditional method” with respect to such assets.

7.3.Distributions of Distributable Cash.  The Managers shall determine whether the Company has Distributable Cash on a quarterly (or more frequent) basis.  Whenever the Managers determine that the Company has available Distributable Cash, the Company shall immediately make distributions of Distributable Cash or other property to the Members Pro Rata.  All amounts withheld pursuant to the Code or any provisions of state or local tax laws with respect to a Member shall be treated as amounts distributed to that Member pursuant to this Section 7.3.  Distributions of Company assets with respect to a Membership Interest shall be made only to the Persons who, according to the records of the Company, are the owners, on the actual date of distribution, of the Membership Interests with respect to which the distributions are made.  No liability shall result from making distributions in accordance with the provisions of the preceding sentence, whether or not any Member, any Manager or the Company has knowledge or notice of a Transfer or purported transfer of a Membership Interest.

7.4.Limitations Upon Distributions.  No distribution shall be declared and paid unless after the distribution is made, the assets of the Company are in excess of all liabilities of the Company (as determined in accordance with accounting principles applied on a consistent basis under the Company’s method of accounting), except liabilities to Members on account of their Capital Contributions.

ARTICLE 8

BOOKS AND ACCOUNTS

8.1.Accounting Principles.  Profits and Losses shall be determined in accordance with generally accepted accounting principles applied on a consistent basis under the Company’s method of accounting.

8.2.Records and Reports.  At the expense of the Company, the Managers shall maintain records and accounts of all operations and expenditures of the Company and submit annual reports regarding same to each Member.  At the request of any Member, but not more than annually, the Company shall conduct an audit at the expense of that Member.  At a minimum, the Company shall keep at its principal place of business the following records:

(a)A current list that states: (i) the name and mailing address of each Member and (ii) the Units owned by each Member;

(b)Copies of the federal, state, and local information or income tax returns for each of the Company’s six (6) most recent tax years (or such shorter period that the Company has been in existence);

(c)A copy of the Certificate and this Agreement, all amendments or restatements thereof, and executed copies of any powers of attorney;

(d)Correct and complete books and records of account of the Company; and

27

(e)Any other books, records or documents required by this Agreement, the Certificate, the TBOC, or other applicable law.

8.3.Tax Returns and Other Elections.  The Members and Managers intend for the Company to be treated, for federal and, in certain cases, state and municipal income tax purposes, as a partnership, and no Member or Manager shall make any election to the contrary.  The Managers shall timely prepare, or cause the Accountant to timely prepare, all federal, state, and local income and other tax returns that the Company is required to file and shall furnish a copy of each Member’s IRS Form K-1 and any other information that any Member reasonably requests relating thereto, as soon as practicable after the end of the Fiscal Year.  All elections permitted to be made by the Company under federal or state laws shall be made by the Managers.

8.4.Combined or Consolidated Returns.  If Texas law requires a Member to include the income, receipts or related items of the Company in a Texas franchise tax combined group report or consolidated return filed by such Member (the “Including Member”), then the Including Member shall pay the Texas franchise tax due in connection with such combined group report or consolidated return and the Company shall promptly reimburse the Including Member the amount of such franchise tax (net of the federal income tax deduction obtained by the Including Member resulting from payment of such Texas franchise tax on behalf of the Company) that the Company would have been required to pay if the Company had filed a hypothetical “standalone” franchise tax report for such period (rather than as a member of the combined group).  In accordance with Section 8.4, tax administration and controversy matters with respect to any such taxes shall be handled by the Tax Matters Partner, and the Tax Matters Partner shall keep the other Members reasonably informed of developments, shall promptly deliver copies of any written communications with the tax authorities related to such issue, and shall provide the other Members with a reasonable opportunity to comment on any communication to the tax authorities related to such issue, taking into account any reasonable comments of such other Members.

8.5.Tax Matters Partner.

(a)The Person identified as the “Tax Matters Partner” on Exhibit A is hereby designated to be the “tax matters partner” of the Company pursuant to Code Section 6231(a)(7) and shall serve in such capacity until a new Tax Matters Partner is designated with the Approval of the Members.  Any Member who is designated Tax Matters Partner shall take such action as may be necessary to cause each other Member to become a “notice partner” within the meaning of Code Section 6223.  Any Member who is designated Tax Matters Partner shall inform each other Member of all significant matters that may come to its attention in its capacity Tax Matters Partner by giving notice thereof on or before seven (7) days after becoming aware thereof and, within that time, shall forward to each other Member copies of all significant written communications it may receive in that capacity.  Any Member who is designated Tax Matters Partner may not take any action contemplated by Code Sections 6222 through 6231 without the unanimous consent of the Members, but this sentence does not authorize any Person to take any action left to the determination of an individual Member under Code Sections 6222 through 6231.

28

(b)With respect to tax years beginning after December 31, 2017, the partnership representative of the Company pursuant to Section 6223(a) of the Code shall be any person with a substantial presence in the United States designated by the Manager, and unanimously approved by the Members.  (Any person who is designated as the partnership representative is referred to herein as the “Partnership Representative”).  The Partnership Representative is authorized to take such actions and to execute and file all statements and forms on behalf of the Company which may be permitted or required by the applicable provisions of the Code or Treasury Regulations issued thereunder, The Partnership Representative shall have the sole authority to act on behalf of the Company under Subchapter C of Section 63 of the Code (relating to partnership audit proceedings) and in any tax proceedings brought by other taxing authorities, and the Company and all Members shall be bound by the actions taken by the Partnership Representative in such capacity.  If an audit results in an imputed underpayment by the Company as determined under Section 6225 of the Code, the Partnership Representative, with the unanimous approval of the Members, may make the election under Section 6226(a) of the Code within 45 days after the date of the notice of final partnership adjustment.  If such an election is made, the Company shall furnish to each Member for the year under audit a statement reflecting the Member’s share of the adjusted items as determined in the notice of final partnership adjustment, and each such Member shall take such adjustment into account as required under Section 6226(b) of the Code and shall be liable for any related interest, penalty, addition to tax, or additional amount.

8.6.Bank Accounts.  All funds of the Company shall be deposited in its name in an account maintained in an insured, commercial financial institution, as determined by the Managers.  The funds of the Company shall not be commingled with the funds of any other Person.  Checks may be drawn on the Company’s account or accounts only for the purposes of the Company and shall be signed by one or more of the Managers.

ARTICLE 9

WINDING-UP AND TERMINATION

9.1.Events Requiring Winding-up.

(a)The Company shall be wound up upon the first to occur of the following:

(i)On the election to dissolve the Company Approved by the Members;

(ii)On the death, retirement, resignation, expulsion, legal incapacity, dissolution, or Bankruptcy of the last remaining Member;

(iii)The entry of a judicial decree requiring winding-up under the TBOC; or

(iv)The TBOC so requires and the requirement is not validly varied by the Certificate or this Agreement.

29

(b)Nothing contained in this Section 9.1 is intended to permit a Member to cause the Company to wind-up at will (by retirement, resignation, withdrawal, or otherwise), or to exonerate a Member from liability to the Company and the remaining Members if it causes the Company to wind-up at will.  An unpermitted winding-up at will of the Company is in contravention of this Agreement for purposes of the TBOC.

9.2.Process of Winding-up.

(a)On winding-up of the Company, the business and affairs of the Company shall terminate, the assets of the Company shall be liquidated, and the Company’s affairs shall be wound up under this Article 9.

(b)The winding-up of the Company shall begin as of the day on which the event giving rise to the winding-up occurs, but the Company shall not terminate until (i) there has been a completion of the winding-up of the Company’s business and affairs and (ii) the Company’s assets have been distributed as provided in Section 9.3.

(c)On winding-up of the Company, the Members who have not caused the winding-up may cause any part or all of the assets of the Company to be sold in the manner Approved by the Members (excluding Members who caused the winding-up), in an effort to obtain the best prices for the assets; provided, however, the Managers may distribute assets of the Company in kind to the Members to the extent practicable.

9.3.Distribution of Assets on Winding-up.  In settling accounts during winding-up, the assets of the Company shall be paid, reserved, or distributed in the following order:

(a)First, amounts owed to creditors shall be paid to those creditors, in the order of priority as provided by law, except those to Members on account of their Capital Contributions;

(b)Second, amounts necessary to establish, for a period not to exceed one (1) year after the date of dissolution, cash reserves that the Managers deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company shall be held as reserves by the Company; and

(c)Third, any remainder shall be distributed to the Members Pro Rata.

Distributions pursuant to this Section 9.3 may be made to a trust established for the benefit of the Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying contingent or unforeseen liabilities or obligations of the Company.  The assets of any such trust shall be distributed to the Members from time to time, subject to the Approval of the Members, in the same proportions as the amounts distributed to the trust by the Company would otherwise have been distributed to the Members pursuant to this Agreement.

9.4.Distributions in Kind.  Assets of the Company may be distributed to the Members entitled thereto as tenants-in-common in the same proportions as the Members would have been entitled to cash distributions if the property had been sold for cash and the net proceeds distributed to the Members.  If distributions in kind are made to the Members on

30

dissolution and winding up of the Company, the Capital Account balances of those Members shall be adjusted to reflect the Members’ allocable share of gain or loss that would have resulted if the distributed property had been sold at its fair market value.

9.5.Certificate of Termination.  When all liabilities and obligations of the Company have been paid or discharged, or adequate provision has been made therefor, and all of the remaining property and assets of the Company have been distributed to the Members according to their respective rights and interests, a Certificate of Termination shall be executed on behalf of the Company by one or more of the Managers or an authorized Member and shall be filed with the Office of the Secretary of State of the State of Texas, and the Managers and Members shall execute, acknowledge, and file any and all other instruments necessary or appropriate to reflect the completion of the winding-up and termination of the Company.

ARTICLE 10

MISCELLANEOUS PROVISIONS

10.1.Notices.

(a)Any notice, notification, demand, or request provided or permitted to be given under this Agreement must be in writing and shall have been deemed to have been properly given, unless explicitly stated otherwise, if sent by (i) FedEx or other comparable overnight courier, (ii) registered or certified mail, postage prepaid, return receipt requested, (iii) facsimile transmission during normal business hours to the place of business of the recipient, or (iv) electronic transmission during normal business hours to the electronic address of the recipient.

(b)For purposes of all notices, the addresses and facsimile numbers of the Managers and the Members are set forth on Exhibit A.

(c)All notices, notifications, demands, or requests so given shall be deemed given and received (i) if sent via FedEx or other comparable overnight courier, the next Business Day after being deposited with such carrier; (ii) if mailed, five (5) Business Days after being deposited in the mail; (iii) if sent via facsimile transmission, the next Business Day after being so transmitted; or (iv) if sent via electronic transmission, the next Business Day after being so transmitted.

10.2.Amendments.

(a)Except as otherwise expressly set forth in this Agreement, this Agreement may be amended, supplemented, or restated only upon the Approval of the Members.  Notwithstanding the foregoing, this Agreement may be amended by the Managers without the consent of the Members to: (i) amend Exhibit A pursuant to this Agreement, and (ii) cure any ambiguity or correct or supplement any provision hereof that is incomplete or inconsistent with any other provision hereof or correct any printing, stenographic, or clerical error or omissions; provided, however, such amendment does not disproportionately adversely affect the distribution rights of any of the Members.

31

(b)The Certificate may be amended, supplemented, or restated only upon the Approval of the Members.  Upon obtaining the approval of any amendment to the Certificate, the Managers shall cause a Certificate of Amendment in accordance with the TBOC to be prepared, and such Certificate of Amendment shall be executed by at least one (1) Manager and shall be filed in accordance with the TBOC.

10.3.Application of Texas Law.  This Agreement and the application or interpretation hereof, shall be governed exclusively by the laws of the State of Texas, and specifically the TBOC.

10.4.No Action for Partition.  No Member shall have any right to maintain any action for partition with respect to the Property.

10.5.Headings and Sections.  The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.  Unless the context requires otherwise, all references in this Agreement to Sections or Articles shall be deemed to mean and refer to Sections or Articles of this Agreement.

10.6.Number and Gender.  Where the context so indicates, the masculine shall include the feminine, the neuter shall include the masculine and feminine, and the singular shall include the plural.

10.7.Binding Effect.  Except as herein otherwise provided to the contrary, this Agreement shall be binding upon and inure to the benefit of the Members, their distributees, heirs, legal representatives, executors, administrators, successors, and assigns.

10.8.No Third-Party Beneficiary.  This Agreement is made solely and specifically between and for the benefit of the parties hereto and their respective successors and assigns, subject to the expressed provisions hereof relating to successors and assigns.  No other Person has any rights, interest, or claims hereunder or is or will be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise unless specifically provided in this Agreement.

10.9.Sole and Absolute Discretion.  Except as otherwise provided in this Agreement, all actions that any Manager and/or Member may take and all determinations that any Manager and/or Member may make pursuant to this Agreement may be taken and made at the sole and absolute discretion of that Manager and/or Member.

10.10.Title to Company Property.  To the extent that Property is held in the name of a Member, the Property shall be deemed held by that Member as agent and nominee for and on behalf of the Company.  Any other property acquired by or standing in the name of any Member shall be conclusively presumed not to be Property, unless an instrument in writing, signed by such Member, shall specify to the contrary.

10.11.Severability.  If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected thereby,

32

and in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be legal, valid, and enforceable.

10.12.Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and shall be binding upon the Members and Managers who executed the same, but all of such counterparts shall constitute the same Agreement.

10.13.Entire Agreement.  The Certificate and this Agreement sets forth the entire agreement between the parties, and fully supersedes any and all prior agreements, understandings, or representations between the parties, whether oral or written, pertaining to the subject matter of this Agreement, including, but not limited to, the Prior Agreement.  No oral statements or other prior written material not specifically incorporated into this Agreement shall be of any force and effect, and no changes in or additions to this Agreement shall be recognized, unless incorporated into this Agreement by written amendment, such amendment to become effective on the date stipulated in it.  Each party represents and acknowledges that in executing this Agreement, such party does not rely on, has not relied on, and specifically disavows any reliance on any communications, promises, statements, inducements, or representation(s), oral or written, by the Company or its agents except as expressly contained in this Agreement.  Each party further represents that such party is relying on its own judgment in entering into this Agreement.

10.14.Waiver of Jury Trial.  EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.  THIS WAIVER APPLIES TO ANY LEGAL ACTION OR PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.  EACH PARTY ACKNOWLEDGES THAT IT HAS RECEIVED THE ADVICE OF COMPETENT COUNSEL.

Remainder of Page Intentionally Left Blank. 
Signature Pages Follow.

33

IN WITNESS WHEREOF, the undersigned, being the Manager, has caused this Agreement to be duly adopted by the Company as of the Effective Date.

NGL WATER SOLUTIONS PERMIAN, LLC, a Colorado limited liability company
By:	/s/ James J. Burke
Name:	James J. Burke
Title:	President

Signature Page to Amended and Restated Company Agreement of NGL Water Pipelines, LLC

The undersigned, being the Members, do hereby ratify, confirm, and approve the adoption of this Agreement as the company agreement of the Company, and do hereby assume and agree to be bound by and to perform all of the terms and provisions set forth in this Agreement as of the Effective Date.

NGL WATER SOLUTIONS PERMIAN, LLC, a Colorado limited liability company
By:	/s/ James J. Burke
Name:	James J. Burke
Title:	President
SAFEFILL PIPELINE LLC,
a Texas limited liability company
By:	Crawford & Crawford, Inc.
	a Texas corporation,
	as a Managing Member
	By:	/s/ Seth Crawford
		Seth Crawford, President
	By:	/s/ Dustin Bailey
		Dustin Bailey, as a Managing Member
BLACK MOUNTAIN WATER PIPELINES LLC, a Delaware limited liability company
By:	/s/ Rhett Bennett
Name:	Rhett Bennett
Title:	Manager

Signature Page to Amended and Restated Company Agreement of NGL Water Pipelines, LLC

AMENDED AND RESTATED

COMPANY AGREEMENT

OF

NGL WATER PIPELINES, LLC

(A Texas Limited Liability Company)

EXHIBIT A

1.	Company Information:
	Name of Company:	NGL Water Pipelines, LLC
	Address and Facsimile Number of Company:	c/o NGL Water Solutions Permian, LLC 3773 Cherry Creek North Dr., Suite 1000 Denver, Colorado 80209 Attention: Jim Winter Facsimile: (303) 815-1011
	Registered Agent and Registered Office:	C T Corporation System 1999 Bryan Street, Suite 900 Dallas, Texas 75201
	Tax Matters Partner:	NGL Water Solutions Permian, LLC
2.	Manager:
	Name of Manager:	NGL Water Solutions Permian, LLC
	Address and Facsimile Number of Manager:	3773 Cherry Creek North Drive, Suite 1000 Denver, Colorado 80209 Attention: Jim Winter Facsimile: (303) 815-1011

Amended and Restated Company Agreement of NGL Water Pipelines, LLC

Exhibit A

3.	Members:
a.	Name of Member:	NGL Water Solutions Permian, LLC
	Address and Facsimile Number of Member:	3773 Cherry Creek North Drive, Suite 1000 Denver, Colorado 80209 Attention: Jim Winter Facsimile: (303) 815-1011
	Units:	57,125
	Date Became Member:	January 6, 2016
	Capital Contribution:	$12,321,078.00 Cash
b.	Name of Member:	Safefill Pipeline LLC
	Address, Telephone and Facsimile Number:	1008 Southview Circle Center, Texas 75935 Telephone: (936) 598-5577 Facsimile: (936) 598-7998
	Units:	24,500
	Date Became Member:	January 6, 2016
	Capital Contribution:	Assets, as recorded on the books and records of the Company
c.	Name of Member:	Black Mountain Water Pipelines LLC
	Address, Telephone and Facsimile Number:	500 Main Street, Suite 1200 Fort Worth, Texas 76102 Attention: Rhett Bennett
	Units:	18,375
	Date Became Member:	January 6   , 2016
		Capital Contribution: Assets, as recorded on the books and records of the Company

Amended and Restated Company Agreement of NGL Water Pipelines, LLC

Exhibit A

AMENDED AND RESTATED

COMPANY AGREEMENT

OF

NGL WATER PIPELINES, LLC

(A Texas Limited Liability Company)

EXHIBIT B

Restricted Area

The Restricted Area shall include the following counties in the States of New Mexico and Texas, as set forth below:

State of New Mexico

Lea County

Eddy County

State of Texas

Culberson County

Reeves County

Pecos County

Loving County

Ward County

Winkler County

Amended and Restated Company Agreement of NGL Water Pipelines, LLC

Exhibit B

EX-3.90

Exhibit 3.90

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:00 PM 10/01/2012

FILED 12:00 PM 10/01/2012

SRV 121085178 - 5221581 FILE

STATE of DELAWARE
LIMITED LIABILITY COMPANY
CERTIFICATE of FORMATION

First:  The name of the limited liability company is Cypress Energy Partners - Orla SWD, LLC

Second:  The address of its registered office in the State of Delaware is 1209 Orange Street, Corporation Trust Center in the City of Wilmington.  Zip code 19801.  The name of its Registered agent at such address is The Corporation Trust Company

Third:  (Use this paragraph only if the company is to have a specific effective date of dissolution: “The latest date on which the limited liability company is to dissolve is                     .”)

Fourth:  (insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation this 28th day of September 2012.

By:	/s/ AMANDA LOVELACE
	Authorized Person (s)
Name:	Amanda Lovelace
	Organizer

EX-3.91

Exhibit 3.91

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT

1.Name of Limited Liability Company:  Cypress Energy Partners - Orla SWD, LLC

2.The Certificate of Formation of the limited liability company is hereby amended as follows:

The name Cypress Energy Partners - Orla SWD, LLC is hereby changed to NGL Water Solutions - Orla SWD, LLC

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 10th day of May, A.D. 2018.

By:	/s/ DEBBIE SPARKS
	Authorized Person(s)
Name:	Debbie Sparks, Asst. Sec.
	Print or Type

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:00 AM 05/11/2018

FILED 10:00 AM 05/11/2018

SR 20183643278 - File Number 5221581

EX-3.92

Exhibit 3.92

FIRST AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
NGL WATER SOLUTIONS - ORLA SWD, LLC

a Delaware Limited Liability Company

This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of NGL WATER SOLUTIONS - ORLA SWD, LLC (“Company”), dated as of the 10th day of May, 2018, is adopted, executed and agreed to by the sole Member (as defined below).

1.Formation.  The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name NGL Water Solutions - Orla SWD, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.Member.  NGL Water Solutions Permian, LLC, a Colorado limited liability company, shall be the sole member of the Company (“Member”).

3.Contributions.  Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.Units.  Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.Distributions.  The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.Management.  The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company.  Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.Indemnification.

(a)For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is

defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall

2

determine, against any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.Limitation of Liability.

(a)Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership

3

interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.Dissolution.  The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.Utah Statutes.  Nothing in this Agreement is intended or is to be construed to vary the obligation of any member, under the law of the State of Utah, to discharge its obligations under this Agreement.  Any provision of this Agreement which appears to contravene the law of the State of Utah will be deemed to the extent necessary to avoid conflict therewith.

11.Creditors.  None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

12.Invalidity of Provisions.  If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed

4

and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

13.Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

14.Governing law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Colorado (excluding its conflict-of-laws rules).

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
NGL Water Solutions Permian, LLC
By	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President - Legal, General
	Counsel and Corporate Secretary

5

EX-3.93

Exhibit 3.93

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:36 PM 10/25/2019

FILED 08:36 PM 10/25/2019

SR 20197750978 - File Number 7673023

STATE OF DELAWARE
CERTIFICATE OF FORMATION
OF LIMITED LIABILITY COMPANY

The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.             The name of the limited liability company is NGL Delaware Basin Holdings, LLC.

2.             The Registered Office of the limited liability company in the State of Delaware is located at 1209 Orange Street (street), in the City of Wilmington, County of New Castle, Zip Code 19801.  The name of the Registered Agent at such address upon whom process against this limited liability company may be served is The Corporation Trust Company.

By:	/s/ ANNA GRYSKA
	Authorized Person
Name:	Anna Gryska
	Print or Type

EX-3.94

Exhibit 3.94

LIMITED LIABILITY COMPANY AGREEMENT
OF
NGL DELAWARE BASIN HOLDINGS, LLC

a Delaware Limited Liability Company

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of NGL DELAWARE BASIN HOLDINGS, LLC (“Company”), dated as of the 28th day of October 2019, is adopted, executed and agreed to by the sole Member (as defined below).

1.Formation.  The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name NGL DELAWARE BASIN HOLDINGS, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.Member.  NGL Water Solutions, LLC, a Colorado limited liability company, shall be the sole member of the Company (“Member”).

3.Contributions.  Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.Units.  Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.Distributions.  The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.Management.  The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company.  Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.Indemnification.

(a)For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving

at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non- appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on

2

behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)The Company’s obligation to indemnify and to prepay expenses under sub- paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.Limitation of Liability.

(a)Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

3

(b)To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.Dissolution.  The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.Creditors.  None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.Invalidity of Provisions.  If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

13.Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

4

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
NGL Water Solutions, LLC
By	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President - Legal, General
	Counsel and Corporate Secretary

5

EX-3.95

Exhibit 3.95

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:37 PM 12/21/2018

FILED 03:37 PM 12/21/2018

SR 20188323349 - File Number 7205795

CERTIFICATE OF FORMATION
OF
AWR Disposal, LLC

(A Delaware Limited Liability Company)

First: The name of the limited liability company is: AWR Disposal, LLC

Second: Its registered office in the State of Delaware is located at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex. The registered agent in charge thereof is Harvard Business Services, Inc.

IN WITNESS WHEREOF, the undersigned, being fully authorized to execute and file this document have signed below and executed this Certificate of Formation on this December 21, 2018.

/s/ Richard H. Bell, II

Harvard Business Services, Inc.,

Authorized Person By: Richard H. Bell, II, President

EX-3.96

Exhibit 3.96

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

AWR DISPOSAL, LLC

a Delaware Limited Liability Company

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of AWR DISPOSAL, LLC (“Company”), dated as of the 7thday of November 2019, is adopted, executed and agreed to by the sole Member (as defined below).

1.Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”). The business of the Company shall be conducted under the name AWR Disposal, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.Member. NGL Water Solutions Permian, LLC, a Colorado limited liability company, shall be the sole member of the Company (“Member”).

3.Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.Units. Ownership in the Company shall be represented by membership units (“Units”). Such Units shall not be represented by written certificates unless otherwise approved by the Member. The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company. Officers shall have such rights and duties as may be designated by the Member.

7.Indemnification.

(a)For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that

controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of

2

its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)The Company’s obligation to indemnify and to prepay expenses under sub- paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed. No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.Limitation of Liability.

(a)Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the

3

Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act. No other event will cause the Company to dissolve.

10.Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.Amendment. This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

13.Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

(Signature page to follow)

4

IN WITNESS WHE REOF, the Sole Member and the Company has executed this Agreement as of the date first set forth in this Agreement.

MEMBER:
NGL WATER SOLUTIONS PERMIAN, LLC
By:	/s/ H. Michael Krimbill
Name:	H. Michael Krimbell
Title:	CEO

Signature Page to

Amended and Restated Limited Liability Company Agreement

AWR Disposal, LLC

EX-3.97

Exhibit 3.97

FILED

In the Office of the

Secretary of State of Texas

MAR 2 4 2017

Corporations Section

CERTIFICATE OF FORMATION

OF

DACO PERMIAN 76, LLC

ARTICLE 1

The name of the limited liability company is DACO Permian 76, LLC (the “Company”).

ARTICLE 2

The Company is organized for the purpose of conducting any and all lawful business for which a limited liability company may be organized under the Texas Business Organizations Code.

ARTICLE 3

The period of duration of the Company will be perpetual, and as such the Company will remain in existence until it is wound up and terminated in accordance with its organizational documents or otherwise in accordance with applicable law.

ARTICLE 4

The street address of the Company’s initial registered office in the State of Texas is 500 Winstead Building, 2728 N. Harwood Street, Dallas, Texas 75201. The name of the Company’s initial registered agent at such address is Jennifer Tauzel.

ARTICLE 5

The Company will be governed by a board of managers which will initially consist of two (2) managers. The name and address of the initial managers are as follows:

Name	Mailing Address
Kendall Cowan	P.O. Box 64442 Lubbock, Texas 79464
David Cowan	P.O. Box 64442 Lubbock, Texas 79464

RECEIVED
MAR 2 4 2017
Secretary of State

1

ARTICLE 6

The name and address of the organizer of the Company is as follows:

Name	Mailing Address
Jennifer Tauzel	P500 Winstead Building 2728 N. Harwood Street Dallas, Texas 75201

ARTICLE 7

The initial members of the Company will adopt a company agreement which will set forth all of the provisions for the regulation and management of the affairs of the Company. Any person or entity that acquires a membership interest in the Company will be bound by the provisions of the company agreement of the Company, notwithstanding the fact that such person has not executed such company agreement or a separate written instrument pursuant to which it agrees to be bound by the provisions thereof.

[Signature page follows]

2

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as sole organizer of the Company as of the 22nd day of March, 2017.

/s/ Jennifer Tauzel

Jennifer Tauzel, Sole Organizer

[SIGNATURE PAGE TO CERTIFICATE OF FORMATION OF DACO PERMIAN 76, LLC]

EX-3.98

Exhibit 3.98

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

DACO Permian 76, LLC

a Texas Limited Liability Company

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of DACO Permian 76, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the second amended and restated limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.Formation. The Company has been organized as a Texas limited liability company under and pursuant to the Texas Business Organizations Code (as amended from time to time, the “TBOC”).  The business of the Company shall be conducted under the name DACO Permian 76, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.Member. Loving Fortress, LLC, a Texas limited liability company, shall be the sole member of the Company (“Member”).

3.Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.Indemnification.

(a)For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of

2

the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

3

8.Limitation of Liability.

(a)Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed

4

and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

13.Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
Loving Fortress, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General Counsel and Corporate Secretary

5

EX-3.99

Exhibit 3.99

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:27 PM 06/16/2015

FILED 12:30 PM 06/16/2015

SRV 150926713 - 5767308 FILE

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

GGCOF HEP BLOCKER II, LLC

This Certificate of Formation is being executed as of June 16, 2015 for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1.Name. The name of the limited liability company is GGCOF HEP Blocker II, LLC (the “Company”).

2.Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 615 South DuPont Highway, Dover, DE 19901. The registered agent of the Company for service of process at such address is National Corporate Research, Ltd.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Julintip Thirasilpa
	Julintip Thirasilpa, an Authorized Person

EX-3.100

Exhibit 3.100

SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF

GGCOF HEP BLOCKER II, LLC

a Delaware Limited Liability Company

This Second Amended and Restated LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of GGCOF HEP Blocker II, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the amended and restated operating agreement which shall be superseded, in its entirety, by this Agreement.

1.Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name GGCOF HEP BLOCKER II, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.Member. NGL Delaware Basin Holdings, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.Indemnification.

(a)For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined

in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against any liability that may be asserted against, or expense that may be incurred by, such person in

2

connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.Limitation of Liability.

(a)Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of

3

competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
NGL DELAWARE BASIN HOLDINGS, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General Counsel and Corporate Secretary

5

EX-3.101

Exhibit 3.101

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:08 PM 05/08/2015

FILED 01:49 PM 05/08/2015

SRV 150639767 - 5743846 FILE

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

GGCOF HEP BLOCKER, LLC

This Certificate of Formation is being executed as of May 8, 2015 for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

The undersigned, being duly authorized to execute and tile this Certificate, does hereby certify as follows:

I.             Name. The name of the limited liability company is GGCOF HEP Blocker, LLC (the “Company”).

2.             Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 615 South DuPont Highway, Dover, DE 19901. The registered agent of the Company for service of process at such address is National Corporate Research, Ltd.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation` as of the day and year first above written.

By:	/s/ Julintip Thirasilpa
	Julintip Thirasilpa, an Authorized Person

EX-3.102

Exhibit 3.102

SECOND AMENDED AND RESTATED OPERATING AGREEMENT

OF

GGCOF HEP BLOCKER, LLC

a Delaware Limited Liability Company

This Second Amended and Restated LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of GGCOF HEP Blocker, LLC (“Company”), dated as October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below).

1.             Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name GGCOF HEP BLOCKER, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.             Member. NGL       Delaware Basin Holdings, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.             Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.             Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.             Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.             Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.             Indemnification.

(a)           For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)           For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was

serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)           To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)           To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)           The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)            The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on

2

behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)           For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)           In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)            An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)            The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)           The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.             Limitation of Liability.

(a)           Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee

3

acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)           To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)           Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)           The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)           The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.             Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.          Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.          Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.          Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

13.          Governing Law.  This Agreement is governed by and shall be construed in

4

accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
NGL DELAWARE BASIN HOLDINGS, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General Counsel and Corporate Secretary

5

EX-3.103

Exhibit 3.103

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:26 PM 03/29/2018

FILED 01:26 PM 03/29/2018

SR 20182296015 - File Number 6821418

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

HEP INTERMEDIATE HOLDCO SUB, LLC

This Certificate of Formation is being executed as of March 29, 2018 for the purpose of foaming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1.             Name. The name of the limited liability company is HEP Intermediate Holdco Sub, LLC (the “Company”).

2.             Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 850 New Burton Road, Suite 201, in the City of Dover, County of Kent, Delaware, 19904. The registered agent of the Company for service of process at such address is Cogency Global Inc.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Julintip Thirasilpa
	Julintip Thirasilpa, an Authorized Person

EX-3.104

Exhibit 3.104

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

HEP Intermediate Holdco Sub, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of HEP Intermediate Holdco Sub, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name HEP Intermediate Holdco Sub, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.Member. HEP Intermediate Holdco, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.Indemnification.

(a)For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) 

any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against

2

any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.Limitation of Liability.

(a)Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an

3

Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General Counsel and Corporate Secretary

5

EX-3.105

Exhibit 3.105

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:27 PM 03/29/2018

FILED 01:27 PM 03/29/2018

SR 20182296024 - File Number 6821422

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

HEP INTERMEDIATE HOLDCO, LLC

This Certificate of Formation is being executed as of March 29, 2018 for the purpose of foaming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1.             Name. The name of the limited liability company is HEP Intermediate Holdco, LLC (the “Company”).

2.             Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 850 New Burton Road, Suite 201, in the City of Dover, County of Kent, Delaware, 19904. The registered agent of the Company for service of process at such address is Cogency Global Inc.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Julintip Thirasilpa
Julintip Thirasilpa, an Authorized Person

EX-3.106

Exhibit 3.106

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

HEP Intermediate Holdco, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of HEP Intermediate Holdco, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name HEP Intermediate Holdco, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.Member. Hillstone Environmental Partners, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.Indemnification.

(a)For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) 

any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against

2

any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.Limitation of Liability.

(a)Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an

3

Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
Hillstone Environmental Partners, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General Counsel and Corporate Secretary

5

EX-3.107

Exhibit 3.107

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:50 PM 12/18/2015

FILED 05:50 PM 12/18/2015

SR 20151445014 - File Number 5911802

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

HEP OPERATIONS HOLDINGS, LLC

This Certificate of Formation is being executed as of December 18, 2015 for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1.Name. The name of the limited liability company is HEP Operations Holdings, LLC (the “Company”).

2.Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. The registered agent of the Company for service of process at such address is National Corporate Research, Ltd.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Julintip Thirasilpa
	Julintip Thirasilpa, an Authorized Person

EX-3.108

Exhibit 3.108

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

HEP Operations Holdings, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of HEP Operations Holdings, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name HEP Operations Holdings, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.Indemnification.

(a)For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) 

any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against

2

any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.Limitation of Liability.

(a)Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an

3

Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General Counsel and Corporate Secretary

5

EX-3.109

Exhibit 3.109

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:50 PM 12/18/2015

FILED 05:50 PM 12/18/2015

SR 20151445033 - File Number 5911801

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

HEP OPERATIONS, LLC

This Certificate of Formation is being executed as of December 18, 2015 for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1.Name. The name of the limited liability company is HEP Operations, LLC (the “Company”).

2.Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. The registered agent of the Company for service of process at such address is National Corporate Research, Ltd.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Julintip Thirasilpa
	Julintip Thirasilpa, an Authorized Person

EX-3.110

Exhibit 3.110

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

HEP Operations, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of HEP Operations, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the Members (as defined below). The Members desire to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name HEP Operations, LLC or such other names that comply with applicable law as the Members may from time to time deem necessary or desirable.

2.Members. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, and HEP Operations Holdings, LLC, a Delaware limited liability company, shall be the members of the Company (“Members”).

3.Contributions. Without creating any rights in favor of any third party, the Members may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Members.  The Members are the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company identified on Schedule 1 attached hereto.

5.Distributions. The Members shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Members may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Members.

7.Indemnification.

(a)For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)For purposes of this Agreement, “Indemnitee” shall mean: (i) the Members, (ii) any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Members, (iii) any Person who is or was serving at the request of the Members as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Members; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Members and (v) any Person the Members designate as an “Indemnitee” for purposes of this Agreement.

(c)To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of

2

the Members, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)In no event may an Indemnitee subject the Members to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

3

8.Limitation of Liability.

(a)Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Members or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Members, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Members for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)The Members, in their management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties.

(e)The Members, in their management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by them, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Members, in their management capacity of the Company, reasonably believe to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Members or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed

4

and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.Amendment.  This Agreement may be amended by the Members; provided, that any amendment to this Agreement must be in writing and signed by the Members.

13.Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Members have adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBERS:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General Counsel and Corporate Secretary
HEP Operations Holdings, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General Counsel and Corporate Secretary

5

Schedule 1

Name, Address and Membership Interests of the Members

Name	Membership Interests
HEP Intermediate Holdco Sub, LLC	99.9	%
1515 Wazee Street, Suite 300
Denver, Colorado 80202
HEP Operations Holdings, LLC	0.1	%
1515 Wazee Street, Suite 300
Denver, Colorado 80202

6

EX-3.111

Exhibit 3.111

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:30 PM 01/05/2016

FILED 04:30 PM 01/05/2016

SR 20160052909 - File Number 5928624

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

HEP SHALEWATER SOLUTIONS, LLC

This Certificate of Formation is being executed as of January 5, 2016 for the purpose of foaming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1.Name. The name of the limited liability company is HEP Shalewater Solutions, LLC (the “Company”).

2.Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. The registered agent of the Company for service of process at such address is National Corporate Research, Ltd.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Julintip Thirasilpa
	Julintip Thirasilpa, an Authorized Person

EX-3.112

Exhibit 3.112

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

HEP Shalewater Solutions, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of HEP Shalewater Solutions, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.             Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name HEP Shalewater Solutions, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.             Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.             Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.             Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.             Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.             Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.             Indemnification.

(a)           For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)           For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii)

any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)           To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)           To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)           The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)            The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against

2

any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)           For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)           In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)            An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)            The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)           The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.             Limitation of Liability.

(a)           Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an

3

Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)           To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)           Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)           The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)           The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.             Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.          Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.          Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.          Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.          Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General
	Counsel and Corporate Secretary

5

EX-3.113

Exhibit 3.113

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:19 PM 09/30/2016

FILED 06:19 PM 09/30/2016

SR 20166024466 - File Number 6168783

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

THOR CAPITAL, LLC

This Certificate of Formation is being executed as of September 30, 2016 for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C.  §§ 18-101, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1.             Name.  The name of the limited liability company is Thor Capital, LLC (the “Company”).

2.             Registered Office and Registered Agent.  The Company’s registered office in the State of Delaware is located at 850 New Burton Road, Suite 201, in the City of Dover, County of Kent, Delaware, 19904.  The registered agent of the Company for service of process at such address is National Corporate Research, Ltd.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Julintip Thirasilpa
Julintip Thirasilpa, an Authorized Person

EX-3.114

Exhibit 3.114

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:25 PM 10/09/2017

FILED 06:25 PM 10/09/2017

SR 20176540041 - File Number 6146827

CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF FORMATION
OF
THOR CAPTIAL, LLC

The undersigned, being duly authorized to execute and file this Certificate of Amendment to Certificate of Formation for the purpose of amending the Certificate of Formation pursuant to the Section 18-202 of the Limited Liability Company Act of the State of Delaware, does hereby certify as follows:

FIRST

The name of the limited liability company is Thor Capital, LLC (the “Company”).

SECOND

Article 1 of the Certificate of Formation of the Company is hereby deleted in its entirety and amended to read in full as follows:

1.     The name of the limited liability company is Hillstone DACO 76, LLC (the “Company”).

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment to Certificate of Formation as of April 28, 2017.

By:	/s/ Sean Hawkins
Name:	Sean Hawkins
Title:	Authorized Person

EX-3.115

Exhibit 3.115

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone DACO 76, LLC

a Delaware Limited Liability Company

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone DACO 76, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the Members (as defined below). The Members desire to amend and restate the terms of the first amended and restated limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.             Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Hillstone DACO 76, LLC or such other names that comply with applicable law as the Members may from time to time deem necessary or desirable.

2.             Members. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, and DACO Permian 76, LLC, a Delaware limited liability company shall be the members of the Company (“Members”).

3.             Contributions. Without creating any rights in favor of any third party, the Members may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.             Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Members.  The Members are the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company identified on Schedule 1 attached hereto.

5.             Distributions. The Members shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.             Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Members may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Members.

7.             Indemnification.

(a)           For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)           For purposes of this Agreement, “Indemnitee” shall mean: (i) the Members, (ii) any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Members, (iii) any Person who is or was serving at the request of the Members as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Members; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Members and (v) any Person the Members designate as an “Indemnitee” for purposes of this Agreement.

(c)           To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)           To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)           The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of

2

the Members, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)            The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)           For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)           In no event may an Indemnitee subject the Members to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)            An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)            The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)           The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

3

8.             Limitation of Liability.

(a)           Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Members or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)           To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Members, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Members for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)           Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)           The Members, in their management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties.

(e)           The Members, in their management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by them, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Members, in their management capacity of the Company, reasonably believe to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.             Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Members or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.          Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.          Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed

4

and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.          Amendment.  This Agreement may be amended by the Members; provided, that any amendment to this Agreement must be in writing and signed by the Members.

13.          Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Members have adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBERS:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General
	Counsel and Corporate Secretary
DACO Permian 76, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General
	Counsel and Corporate Secretary

5

Schedule 1

Name, Address and Membership Interests of the Members

Name	Membership Interests
HEP Intermediate Holdco Sub, LLC	50	%
1515 Wazee Street, Suite 300
Denver, Colorado 80202
DACO Permian 76, LLC	50	%
1515 Wazee Street, Suite 300
Denver, Colorado 80202

6

EX-3.116

Exhibit 3.116

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:54 PM 09/09/2016

FILED 05:54 PM 09/09/2016

SR 29165726641 - File Number 6146828

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

HILLSTONE DACO PERMIAN, LLC

This Certificate of Formation is being executed as of September 9, 2016 for the purpose of foaming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1.             Name. The name of the limited liability company is Hillstone DACO Permian, LLC (the “Company”).

2.             Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 850 New Burton Road, Suite 201, in the City of Dover, County of Kent, Delaware, 19904. The registered agent of the Company for service of process at such address is National Corporate Research, Ltd.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Julintip Thirasilpa
	Julintip Thirasilpa, an Authorized Person

EX-3.117

Exhibit 3.117

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone DACO Permian, LLC

a Delaware Limited Liability Company

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone DACO Permian, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the Members (as defined below). The Members desire to amend and restate the terms of the second amended and restated limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.             Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Hillstone DACO Permian, LLC or such other names that comply with applicable law as the Members may from time to time deem necessary or desirable.

2.             Members. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, and DACO Permian 76, LLC, a Delaware limited liability company, shall be the members of the Company (“Members”).

3.             Contributions. Without creating any rights in favor of any third party, the Members may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.             Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Members.  The Members are the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company identified on Schedule 1 attached hereto.

5.             Distributions. The Members shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.             Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Members may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Members.

7.             Indemnification.

(a)           For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)           For purposes of this Agreement, “Indemnitee” shall mean: (i) the Members, (ii) any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Members, (iii) any Person who is or was serving at the request of the Members as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Members; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Members and (v) any Person the Members designate as an “Indemnitee” for purposes of this Agreement.

(c)           To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)           To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)           The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of

2

the Members, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)            The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)           For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)           In no event may an Indemnitee subject the Members to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)            An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)            The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)           The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

3

8.             Limitation of Liability.

(a)           Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Members or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)           To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Members, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Members for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)           Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)           The Members, in their management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties.

(e)           The Members, in their management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by them, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Members, in their management capacity of the Company, reasonably believe to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.             Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Members or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.          Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.          Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed

4

and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.          Amendment.  This Agreement may be amended by the Members; provided, that any amendment to this Agreement must be in writing and signed by the Members.

13.          Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Members have adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBERS:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General
	Counsel and Corporate Secretary
DACO Permian 76, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General
	Counsel and Corporate Secretary

5

Schedule 1

Name, Address and Membership Interests of the Members

Name	Membership Interests
HEP Intermediate Holdco Sub, LLC	80	%
1515 Wazee Street, Suite 300
Denver, Colorado 80202
DACO Permian 76, LLC	20	%
1515 Wazee Street, Suite 300
Denver, Colorado 80202

6

EX-3.118

Exhibit 3.118

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:02 PM 04/14/2015

FILED 12:03 PM 04/14/2015

SRV 150506846 - 5728355 FILE

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

HILLSTONE ENVIRONMENTAL PARTNERS, LLC

This Certificate of Formation is being executed as of April 14, 2015 for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act. 6 Del. C. §§ 18 101, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1.             Name. The name of the limited liability company is Hillstone Environmental Partners, LLC (the “Company”).

2.             Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 615 South DuPont Highway, Dover, DE 19901. The registered agent of the Company for service of process at such address is National Corporate Research, Ltd.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Julintip Thirasilpa
	Julintip Thirasilpa, an Authorized Person

EX-3.119

Exhibit 3.119

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone Environmental Partners, LLC

a Delaware Limited Liability Company

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone Environmental Partners, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the majority Member (as defined below). The majority Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.             Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Hillstone Environmental Partners, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.             Members. NGL Water Solutions Permian, LLC, a Colorado limited liability company is the “Majority Member” of the Company.  The “Minority Members” are:  GGCOF HEP Blocker, LLC, a Delaware limited liability company and GGCOF HEP Blocker II, LLC, a Delaware Limited Liability Company (collectively “Members”).

3.             Contributions. Without creating any rights in favor of any third party, the Members may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.             Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Members.  The Members are the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.             Distributions. The Members shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.             Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Majority Member, who shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Members may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Members.

7.             Indemnification.

(a)           For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated

organization, association, government agency or political subdivision thereof or other entity.

(b)           For purposes of this Agreement, “Indemnitee” shall mean: (i) the Members, (ii) any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Members, (iii) any Person who is or was serving at the request of the Members as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Members; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Members and (v) any Person the Members designate as an “Indemnitee” for purposes of this Agreement.

(c)           To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Members shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)           To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)           The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Members, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

2

(f)            The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)           For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)           In no event may an Indemnitee subject the Members to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)            An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)            The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)           The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.             Limitation of Liability.

(a)           Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to

3

the Company, the Members or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)           To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Members, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Members for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)           Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)           The Majority Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)           The Majority Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Members, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.             Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Members or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.          Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.          Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

4

12.          Amendment.  This Agreement may be amended by the Members; provided, that any amendment to this Agreement must be in writing and signed by the Members.

13.          Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Members have adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBERS:
NGL WATER SOLUTIONS PERMIAN, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General
	Counsel and Corporate Secretary
GGCOF HEP BLOCKER, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray,
	Exec. Vice President — Legal, General
	Counsel and Corporate Secretary
GGCOF HEP BLOCKER II, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray,
	Exec. Vice President — Legal, General
	Counsel and Corporate Secretary

5

Schedule 1

Name, Address and Membership Interests of the Members

NGL Water Solutions Permian, LLC	67	%
6120 S. Yale Ave., Suite 805
Tulsa, OK 74136
GGCOF HEP Blocker, LLC	10.83	%
6120 S. Yale Ave., Suite 805
Tulsa, OK 74136
GGCOF HEP Blocker II, LLC	22.17	%
6120 S. Yale Ave., Suite 805
Tulsa, OK 74136

6

EX-3.120

Exhibit 3.120

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:44 PM 03/05/2019

FILED 02:44 PM 03/05/2019

SR 20191742255 - File Number 7309611

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF LIMITED LIABILITY COMPANY

The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.           The name of the limited liability company is Hillstone Permian Adams, LLC.

2.           The Registered Office of the limited liability company in the State of Delaware is located at 850 New Burton Road, Suite 201 (street), in the City of Dover, Zip Code 19904.  The name of the Registered Agent at such address upon whom process against this limited liability company may be served is COGENCY GLOBAL INC.

By:	/s/ Sean D. Hawkins
	Authorized Person
Name:		Sean D. Hawkins
		Print or Type

EX-3.121

Exhibit 3.121

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone Permian Adams, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone Permian Adams, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.             Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Hillstone Permian Adams, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.             Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.             Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.             Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.             Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.             Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.             Indemnification.

(a)           For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)           For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) 

any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)           To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)           To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)           The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)            The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against

2

any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)           For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)           In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)            An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)            The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)           The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.             Limitation of Liability.

(a)           Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an

3

Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)           To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)           Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)           The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)           The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.             Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.          Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.          Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.          Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.          Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General Counsel and Corporate Secretary

5

EX-3.122

Exhibit 3.122

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:13 PM 04/11/2019

FILED 03:13 PM 04/11/2019

SR 20192765225 - File Number 7369708

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF LIMITED LIABILITY COMPANY

The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.The name of the limited liability company is Hillstone Permian Arthur, LLC.

2.The Registered Office of the limited liability company in the State of Delaware is located at 850 New Burton Road, Suite 201 (street), in the City of Dover, Zip Code 19904.  The name of the Registered Agent at such address upon whom process against this limited liability company may be served is COGENCY GLOBAL INC.

By:	/s/ Sean D. Hawkins
	Authorized Person
Name:	Sean D. Hawkins
	Print or Type

EX-3.123

Exhibit 3.123

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone Permian Arthur, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone Permian Arthur, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.             Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Hillstone Permian Arthur, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.             Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.             Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.             Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.             Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.             Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.             Indemnification.

(a)           For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)           For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) 

any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)           To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)           To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)           The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)            The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against

2

any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)           For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)           In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)            An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)            The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)           The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.             Limitation of Liability.

(a)           Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an

3

Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)           To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)           Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)           The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)           The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.             Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.          Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.          Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.          Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.          Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General Counsel and Corporate Secretary

5

EX-3.124

Exhibit 3.124

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:12 PM 04/11/2019

FILED 03:12 PM 04/11/2019

SR 20192765152 - File Number 7369669

STATE OF DELAWARE
CERTIFICATE OF FORMATION
OF LIMITED LIABILITY COMPANY

The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.The name of the limited liability company is Hillstone Permian Cleveland, LLC.

2.The Registered Office of the limited liability company in the State of Delaware is located at 850 New Burton. Road, Suite 201 (street), in the City of Dover, Zip Code 19904.  The name of the Registered Agent at such address upon whom process against this limited liability company may be served is COGENCY GLOBAL INC.

By:	/s/ Sean D. Hawkins
	Authorized Person
Name:	Sean D. Hawkins
	Print or Type

EX-3.125

Exhibit 3.125

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone Permian Cleveland, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone Permian Cleveland, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.             Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Hillstone Permian Cleveland, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.             Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.             Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.             Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.             Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.             Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.             Indemnification.

(a)           For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)           For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) 

any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)           To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)           To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)           The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)            The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against

2

any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)           For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)           In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)            An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)            The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)           The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.             Limitation of Liability.

(a)           Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an

3

Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)           To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)           Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)           The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)           The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.             Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.          Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.          Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.          Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.          Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General Counsel and Corporate Secretary

5

EX-3.126

Exhibit 3.126

FILED

In the Office of the

Secretary of State of Texas

AUG 25 2016

Corporations Section

CERTIFICATE OF FORMATION

OF

CHALLENGER FORTRESS SWD, LLC

ARTICLE 1

The name of the limited liability company is Challenger Fortress SWD, LLC (the “Company”).

ARTICLE 2

The Company is organized for the purpose of conducting any and all lawful business for which a limited liability company may be organized under the Texas Business Organizations Code.

ARTICLE 3

The period of duration of the Company will be perpetual, and as such the Company will remain in existence until it is wound up and terminated in accordance with its organizational documents or otherwise in accordance with applicable law.

ARTICLE 4

The street address of the Company’s initial registered office in the State of Texas is 7703 F.M. 1585, Wolfforth, Texas 79382. The name of the Company’s initial registered agent at such address is Kendall Cowan.

ARTICLE 5

The Company will be governed by a board of managers which will initially consist of two (2) managers. The name and address of the initial managers are as follows:

Name	Mailing Address
Kendall Cowan	P.O. Box 64442 Lubbock, Texas 79464
David Cowan	P.O. Box 64442 Lubbock, Texas 79464

RECEIVED

AUG 25 2016

Secretary of State

1

ARTICLE 6

The name and address of the organizer of the Company is as follows:

Name	Mailing Address
Jennifer Tauzel	500 Winstead Building 2728 N. Harwood Street Dallas, Texas 75201

ARTICLE 7

The initial members of the Company will adopt a company agreement which will set forth all of the provisions for the regulation and management of the affairs of the Company. Any person or entity that acquires a membership interest in the Company will be bound by the provisions of the company agreement of the Company, notwithstanding the fact that such person has not executed such company agreement or a separate written instrument pursuant to which it agrees to be bound by the provisions thereof.

[Signature page follows]

2

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as sole organizer of the Company as of the 24th day of August, 2016.

/s/ Jennifer Tauzel

Jennifer Tauzel, Sole Organizer

[SIGNATURE PAGE TO CERTIFICATE OF FORMATION OF CHALLENGER FORTRESS SWD, LLC]

EX-3.127

Exhibit 3.127

Form 424
(Revised 05/11) Submit in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512/463-5709
Filing Fee: See instructions Certificate of Amendment This space reserved for office use. FILED
In the Office of the
Secretary of State of Texas JUN 12 2018
Corporations Section

Entity Information

The name of the filing entity is:

Challenger Fortress SWD, LLC

State the name of the entity as currently shown in the records of the secretary of state. If the amendment changes the name of the entity, state the old name and not the new name.

The filing entity is a: (Select the appropriate entity type below.)

oFor-profit Corporation	oProfessional Corporation
oNonprofit Corporation	oProfessional Limited Liability Company
oCooperative Association	oProfessional Association
xLimited Liability Company	oLimited Partnership

The file number issued to the filing entity by the secretary of state is: 802528909

The date of formation of the entity is:  8/25/2016

Amendments

1. Amended Name

(If the purpose of the certificate of amendment is to change the name of the entity, use the following statement)

The amendment changes the certificate of formation to change the article or provision that names the filing entity. The article or provision is amended to read as follows:

The name of the filing entity is: (state the new name of the entity below)

Hillstone Permian Fortress, LLC

The name of the entity must contain an organizational designation or accepted abbreviation of such term, as applicable.

2. Amended Registered Agent/Registered Office

The amendment changes the certificate of formation to change the article or provision stating the name of the registered agent and the registered office address of the filing entity. The article or provision is amended to read as follows:

1

Registered Agent
(Complete either A or B, but not both, Also compelte C.)

oA.    The registered agent is an organization (cannot be entity named above) by the name of:

COGENCY GLOBAL INC.

OR

oB.    The registered agent is an individual resident of the state whose name is:

First Name MI. Last Name Suffix

The person executing this instrument affirms that the person designated as the new registered agent has consented to serve as registered agent.

C.            The business address of the registered agent and the registered office address is:

Suite 4360 1601 Elm St	Dallas	TX	75201
Street Address (No P.O. Bar)	City	State Zip	Code

3. Other Added, Altered, or Deleted Provisions

Other changes or additions to the certificate of formation may be made in the space provided below. If the space provided is insufficient, incorporate the additional text by providing an attachment to this form. Please read the instructions to this form for further information on format.

Text Area (The attached addendum, if any, is incorporated herein by reference.)

oAdd each of the following provisions to the certificate of formation. The identification or reference of the added provision and the full text are as follows:

oAlter each of the following provisions of the certificate of formation. The identification or reference of the altered provision and the full text of the provision as amended are as follows:

2

o            Delete each of the provisions identified below from the certificate of formation.

Statement of Approval

The amendments to the certificate of formation have been approved in the manner required by the Texas Business Organizations Code and by the governing documents of the entity.

Effectiveness of Filing (Select either A, B, or C.)

A.            x This document becomes effective when the document is filed by the secretary of state.

B.            o This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:

C.            o This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90th day after the date of signing is:

The following event or fact will cause the document to take effect in the manner described below:

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.

Date:	June 11, 2018
		By:
			/s/ Sean D. Hawkins
			Signature of authorized person
			/s/ Sean D. Hawkins
			Printed or typed name of authorized person (see instructions)

3

Form 401-A
(Revised 12/09) Acceptance of Appointment And Consent to Serve as Registered Agent §5.201(b) Business Organizations Code

The following form may be used when the person designated as registered agent in a registered agent filing is an individual.

Acceptance of Appointment and Consent to Serve as Registered Agent

I acknowledge, accept and consent to my designation or appointment as registered agent in Texas for

Name of represented entity

I am a resident of the state and understand that it will be my responsibility to receive any process, notice, or demand that is served on me as the registered agent of the represented entity; to forward such to the represented entity; and to immediately notify the represented entity and submit a statement of resignation to the Secretary of State if I resign.

X:
	Signature of registered agent	Printed name of registered agent	Date (threddlyyyy)

The following form may be used when the person designated as registered agent in a registered agent filing is an organization.

Acceptance of Appointment and Consent to Serve as Registered Agent

I am authorized to act on behalf of	COGENCY GLOBAL INC.
	Name of organization designated as registered agent

The organization is registered or otherwise authorized to do business in Texas. The organization acknowledges, accepts and consents to its appointment or designation as registered agent in Texas for:

Hillstone Permian Fortress, LLC

Name of represented entity

The organization takes responsibility to receive any process, notice, or demand that is served on the organization as the registered agent of the represented entity; to forward such to the represented entity; and to immediately notify the represented entity and submit a statement of resignation to the Secretary of State if the organization resigns.

X:	/s/ Stephanie Orr	Stephanie Orr Asst Sec	06/011/2018
	Signature of person authorized to act on behalf of organization	Printed name of authorized person	Date (mm/dd/lyyyy)

4

EX-3.128

Exhibit 3.128

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone Permian Fortress, LLC

a Texas Limited Liability Company

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone Permian Fortress, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the second amended and restated limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.             Formation. The Company has been organized as a Texas limited liability company under and pursuant to the Texas Business Organizations Code (as amended from time to time, the “TBOC”).  The business of the Company shall be conducted under the name Hillstone Permian Fortress, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.             Member. Loving Fortress, LLC, a Texas limited liability company, shall be the sole member of the Company (“Member”).

3.             Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.             Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.             Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.             Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.             Indemnification.

(a)           For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)           For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)           To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)           To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)           The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of

2

the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)            The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)           For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)           In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)            An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)            The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)           The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

3

8.             Limitation of Liability.

(a)           Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)           To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)           Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)           The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)           The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.             Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.          Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.          Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed

4

and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.          Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

13.          Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
Loving Fortress, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General Counsel and Corporate Secretary

5

EX-3.129

Exhibit 3.129

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:12 PM 04/11/2019

FILED 03:12 PM 04/11/2019

SR 20192765164 - File Number 7369671

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF LIMITED LIABILITY COMPANY

The undersigned authorized person, desiring.to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.The name of the limited liability company is Hillstone Permian Garfield, LLC.

2.The Registered Office of the limited liability company in the State of Delaware is located at 850 New Burton Road, Suite 201 (street), in the City of Dover, Zip Code 19904.  The name of the Registered Agent at such address upon whom process against this limited liability company may be served, is COGENCY GLOBAL INC.

By:	/s/ Sean D. Hawkins
	Authorized. Person
Name:	Sean D. Hawkins
	Print or Type

EX-3.130

Exhibit 3.130

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone Permian Garfield, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone Permian Garfield, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.             Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Hillstone Permian Garfield, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.             Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.             Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.             Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.             Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.             Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.             Indemnification.

(a)           For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)           For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) 

any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)           To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)           To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)           The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)            The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against

2

any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)           For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)           In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)            An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)            The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)           The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.             Limitation of Liability.

(a)           Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an

3

Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)           To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)           Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)           The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)           The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.             Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.          Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.          Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.          Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.          Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General Counsel and Corporate Secretary

5

EX-3.131

Exhibit 3.131

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:07 PM 04/18/2019

FILED 01:07 PM 04/18/2019

SR 20192964153 - File Number 7380351

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF LIMITED LIABILITY COMPANY

The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.The name of the limited liability company is Hillstone Permian Hamilton, LLC.

2.The Registered Office of the limited liability company in the State of Delaware is located at 850 New Burton Road, Suite 201 (street), in the City of Dover, Zip Code 19904.  The name of the Registered Agent at such address upon whom process against this limited liability company may be served is COGENCY GLOBAL INC.

By:	/s/ Sean D. Hawkins
	Authorized Person
Name:	Sean D. Hawkins, Vice President and Corporate Secretary
	Print or Type

EX-3.132

Exhibit 3.132

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone Permian Hamilton, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone Permian Hamilton, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.             Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Hillstone Permian Hamilton, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.             Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.             Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.             Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.             Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.             Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.             Indemnification.

(a)           For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)           For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) 

any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)           To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)           To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)           The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)            The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against

2

any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)           For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)           In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)            An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)            The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)           The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.             Limitation of Liability.

(a)           Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an

3

Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)           To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)           Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)           The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)           The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.             Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.          Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.          Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.          Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.          Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General Counsel and Corporate Secretary

5

EX-3.133

Exhibit 3.133

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:12 PM 04/11/2019

FILED 03:12 PM 04/11/2019

SR 20192765173 - File Number 7369675

STATE OF DELAWARE
CERTIFICATE OF FORMATION
OF LIMITED LIABILITY COMPANY

The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.The name of the limited liability company is Hillstone Permian Harrison, LLC.

2.The Registered Office of the limited liability company in the. State of Delaware is located at 850 New Burton Road, Suite 201 (street), in the City of Dover, Zip Code 19904.  The name of the Registered Agent at such address upon whom process against this limited liability company may be served is COGENCY GLOBAL INC.

By:	/s/ Sean D. Hawkins
	Authorized Person
Name:	Sean D. Hawkins
	Print or Type

EX-3.134

Exhibit 3.134

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone Permian Harrison, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone Permian Harrison, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.             Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Hillstone Permian Harrison, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.             Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.             Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.             Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.             Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.             Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.             Indemnification.

(a)           For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)           For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) 

any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)           To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)           To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)           The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)            The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against

2

any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)           For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)           In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)            An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)            The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)           The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.             Limitation of Liability.

(a)           Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an

3

Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)           To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)           Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)           The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)           The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.             Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.          Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.          Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.          Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.          Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General Counsel and Corporate Secretary

5

EX-3.135

Exhibit 3.135

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:12 PM 04/11/2019

FILED 03:12 PM 04/11/2019

SR 20192765182 - File Number 7369683

STATE OF DELAWARE
CERTIFICATE OF FORMATION
OF LIMITED LIABILITY COMPANY

The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.The name of the limited liability company is Hillstone Permian Hayes, LLC.

2.The Registered Office of the limited liability company in the State of Delaware is located at 850 New Burton Road, Suite 201 (street), in the City of Dover, Zip Code 19904.  The name of the Registered Agent at such address upon whom process against this limited liability company may be served is COGENCY GLOBAL INC.

By:	/s/ Sean D. Hawkins
	Authorized Person
Name:	Sean D. Hawkins
	Print or Type

EX-3.136

Exhibit 3.136

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone Permian Hayes, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone Permian Hayes, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.             Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Hillstone Permian Hayes, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.             Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.             Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.             Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.             Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.             Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.             Indemnification.

(a)           For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)           For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) 

any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)           To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)           To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)           The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)            The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against

2

any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)           For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)           In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)            An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)            The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)           The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.             Limitation of Liability.

(a)           Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an

3

Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)           To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)           Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)           The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)           The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.             Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.          Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.          Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.          Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.          Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General Counsel and Corporate Secretary

5

EX-3.137

Exhibit 3.137

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:13 PM 04/02/2019

FILED 06:13 PM 04/02/2019

SR 20192496642 - File Number 7356040

STATE OF DELAWARE
CERTIFICATE OF FORMATION
OF LIMITED LIABILITY COMPANY

The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.The name of the limited liability company is Hillstone Permian Knox, LLC.

2.The Registered Office of the limited liability company in the State of Delaware is located at 850 New Burton Road, Suite 201 (street), in the City of Dover, Zip Code 19904.  The name of the Registered Agent at such address upon whom process against, this limited liability company may be served is COGENCY GLOBAL INC.

By:	/s/ Sean D. Hawkins
	Authorized Person
Name:	Sean D. Hawkins
	Print or Type

EX-3.138

Exhibit 3.138

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone Permian Knox, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone Permian Knox, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.             Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Hillstone Permian Knox, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.             Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.             Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.             Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.             Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.             Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.             Indemnification.

(a)           For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)           For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) 

any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)           To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)           To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)           The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)            The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against

2

any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)           For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)           In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)            An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)            The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)           The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.             Limitation of Liability.

(a)           Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an

3

Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)           To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)           Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)           The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)           The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.             Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.          Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.          Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.          Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.          Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General Counsel and Corporate Secretary

5

EX-3.139

Exhibit 3.139

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:12 PM 04/11/2019

FILED 03:12 PM 04/11/2019

SR 20192765190 - File Number 7369685

STATE OF DELAWARE
CERTIFICATE OF FORMATION
OF LIMITED LIABILITY COMPANY

The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.The name of the limited liability company is Hillstone Permian Madison, LLC.

2.The. Registered Office of the limited liability company in the State of Delaware is located, at 850 New Burton Road, Suite 201 (street), in the City of Dover, Zip Code 19904.  The name of the Registered Agent at such address upon whom process against this limited liability company may be served, is COGENCY GLOBAL INC.

By:	/s/ Sean D. Hawkins
	Authorized Person
Name:	Sean D. Hawkins
	Print or Type

EX-3.140

Exhibit 3.140

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone Permian Madison, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone Permian Madison, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.             Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Hillstone Permian Madison, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.             Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.             Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.             Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.             Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.             Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.             Indemnification.

(a)           For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)           For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii)

any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)           To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)           To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)           The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)            The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against

2

any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)           For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)           In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)            An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)            The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)           The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.             Limitation of Liability.

(a)           Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an

3

Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)           To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)           Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)           The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)           The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.             Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.          Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.          Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.          Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.          Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President – Legal, General Counsel and Corporate Secretary

5

EX-3.141

Exhibit 3.141

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:13 PM 04/11/2019

FILED 03:13 PM 04/11/2019

SR 20192765194 - File Number 7369692

STATE OF DELAWARE
CERTIFICATE OF FORMATION
OF LIMITED LIABILITY COMPANY

The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.The name of the limited liability company is Hillstone Permian McKinley, LLC.

2.The Registered Office of the limited liability company in the State of Delaware is located at 850 New Burton Road, Suite 201 (street), in the City of Dover, Zip Code 19904.  The name of the Registered Agent at such address upon whom process against this limited liability company may be served is COGENCY GLOBAL INC.

By:	/s/ Sean D. Hawkins
	Authorized Person
Name:	Sean D. Hawkins
	Print or Type

EX-3.142

Exhibit 3.142

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone Permian McKinley, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone Permian McKinley, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.             Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Hillstone Permian McKinley, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.             Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.             Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.             Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.             Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.             Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.             Indemnification.

(a)           For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)           For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii)

any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)           To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)           To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)           The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)            The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against

2

any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)           For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)           In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)            An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)            The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)           The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.             Limitation of Liability.

(a)           Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an

3

Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)           To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)           Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)           The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)           The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.             Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.          Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.          Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.          Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.          Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President – Legal, General Counsel and Corporate Secretary

5

EX-3.143

Exhibit 3.143

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:13 PM 04/11/2019

FILED 03:13 PM 04/11/2019

SR 20192765206 - File Number 7369696

STATE OF DELAWARE
CERTIFICATE OF FORMATION
OF LIMITED LIABILITY COMPANY

The undersigned authorized person, desiring to form a limited liability company pursuant to. the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.The name of the limited liability company is Hillstone Permian Monroe, LLC.

2.The Registered Office of the limited liability company in the State of Delaware is located at 850 New Burton Road, Suite 201 (street), in the City of Dover, Zip Code 19904.  The name of the.  Registered Agent at such address: upon whom process against this limited liability company may be served is COGENCY GLOBAL INC.

By:	/s/ Sean D. Hawkins
	Authorized Person
Name:	Sean D. Hawkins
	Print or Type

EX-3.144

Exhibit 3.144

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone Permian Monroe, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone Permian Monroe, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Hillstone Permian Monroe, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.Indemnification.

(a)For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii)

any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against

2

any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.Limitation of Liability.

(a)Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an

3

Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General
	Counsel and Corporate Secretary

5

EX-3.145

Exhibit 3.145

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:58 PM 05/04/2016

FILED 12:58 PM 05/04/2016

SR 20162822583 - File Number 6033336

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

HILLSTONE PERMIAN PIPELINE LOVING BR, LLC

This Certificate of Formation is being executed as of May 4, 2016 for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1.Name. The name of the limited liability company is Hillstone Permian Pipeline Loving BR, LLC (the “Company”).

2.Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. The registered agent of the Company for service of process at such address is National Corporate Research, Ltd.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Julintip Thirasilpa
	Julintip Thirasilpa, an Authorized Person

EX-3.146

Exhibit 3.146

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone Permian Pipeline Loving BR, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone Permian Pipeline Loving BR, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.             Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Hillstone Permian Pipeline Loving BR, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.             Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.             Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.             Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.             Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.             Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.             Indemnification.

(a)           For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)           For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) 

any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)           To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)           To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)           The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)            The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against

2

any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)           For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)           In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)            An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)            The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)           The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.             Limitation of Liability.

(a)           Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an

3

Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)           To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)           Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)           The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)           The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.             Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.          Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.          Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.          Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.          Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General
	Counsel and Corporate Secretary

5

EX-3.147

Exhibit 3.147

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:52 PM 09/09/2016

FILED 05:52 PM 09/09/2016

SR 20165726621 - File Number 6146817

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

BIGRIG, LLC

This Certificate of Formation is being executed as of September 9, 2016 for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del.  C.  §§ 18-101, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1.Name.  The name of the limited liability company is BigRig, LLC (the “Company”).

2.Registered Office and Registered Agent.  The Company’s registered office in the State of Delaware is located at 850 New Burton Road, Suite 201, in the City of Dover, County of Kent, Delaware, 19904.  The registered agent of the Company for service of process at such address is National Corporate Research, Ltd.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Julintip Thirasilpa
	Julintip Thirasilpa, an Authorized Person

EX-3.148

Exhibit 3.148

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:47 PM 02/17/2017

FILED 04:47 PM 02/17/2017

SR 20171021614 - File Number 6146817

CERTIFICIATE OF AMENDMENT
TO
CERTIFICATE OF FORMATION
OF
BIGRIG, LLC

The undersigned, being duly authorized to execute and file this Certificate of Amendment to Certificate of Formation for the purpose of amending the Certificate of Formation pursuant to the Section 18-202 of the Limited Liability Company Act of the State of Delaware does hereby certify as follows:

FIRST

The name of the limited liability company is BigRig, LLC (the “Company”).

SECOND

Article 1 of the Certificate of Formation of the Company is hereby deleted in its entirety and amended to read in full as follows:

1. The name of the limited liability company is Hillstone Permian Pipeline, LLC (the “Company”).

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment to Certificate of Formation as of February 17, 2017.

By:	/s/ Sean Hawkins
Name:	Sean Hawkins
Title:	Secretary

EX-3.149

Exhibit 3.149

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone Permian Pipeline, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone Permian Pipeline, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Hillstone Permian Pipeline, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.Indemnification.

(a)For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) 

any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against

2

any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.Limitation of Liability.

(a)Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an

3

Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General
	Counsel and Corporate Secretary

5

EX-3.150

Exhibit 3.150

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:19 PM 09/30/2016

FILED 06:19 PM 09/30/2016

SR 20166024465 - File Number 616781

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

SAGUARO PERMIAN ENERGY, LLC

This Certificate of Formation is being executed as of September 30, 2016 for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del.  C.  §§ 18-101, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1.Name.  The name of the limited liability company is Saguaro Permian Energy, LLC (the “Company”).

2.Registered Office and Registered Agent.  The Company’s registered office in the State of Delaware is located at 850 New Burton Road, Suite 201, in the City of Dover, County of Kent, Delaware, 19904.  The registered agent of the Company for service of process at such address is National Corporate Research, Ltd.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Julintip Thirasilpa
	Julintip Thirasilpa, an Authorized Person

EX-3.151

Exhibit 3.151

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:59 PM 05/02/2018

FILED 03:59 PM 05/02/2018

SR 20183279509 - File Number 6168781

CERTIFICIATE OF AMENDMENT
TO
CERTIFICATE OF FORMATION
OF
SAGUARO PERMIAN ENERGY, LLC

The undersigned, being duly authorized to execute and file this Certificate of Amendment to Certificate of Formation for the purpose of amending the Certificate of Formation pursuant to the Section 18-202 of the Limited Liability Company Act of the State of Delaware does hereby certify as follows:

FIRST

The name of the limited liability company is Saguaro Permian Energy, LLC (the “Company”).

SECOND

Article 1 of the Certificate of Formation of the Company is hereby deleted in its entirety and amended to read in full as follows:

1. The name of the limited liability company is Hillstone Permian Poker Lake, LLC (the “Company”).

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment to Certificate of Formation as of May 2, 2018.

By:	/s/ Sean D. Hawkins
Name:	Sean D. Hawkins
Title:	Corporate Secretary

EX-3.152

Exhibit 3.152

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone Permian Poker Lake, LLC

a Delaware Limited Liability Company

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone Permian Poker Lake, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the amended and restated limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Hillstone Permian Poker Lake, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.Indemnification.

(a)For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of

2

the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

3

8.Limitation of Liability.

(a)Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed

4

and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

13.Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General
	Counsel and Corporate Secretary

5

EX-3.153

Exhibit 3.153

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:55 PM 10/09/2017

FILED 01:55 PM 10/09/2017

SR 20176533464 - File Number 6573477

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

HILLSTONE PERMIAN RATTLESNAKE, LLC

This Certificate of Formation is being executed as of October 9, 2017 for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1.Name.  The name of the limited liability company is Hillstone Permian Rattlesnake, LLC (the “Company”).

2.Registered Office and Registered Agent.  The Company’s registered office in the State of Delaware is located at 850 New Burton Road, Suite 201, in the City of Dover, County of Kent, Delaware, 19904.  The registered agent of the Company for service of process at such address is Cogency Global Inc.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Julintip Thirasilpa
	Julintip Thirasilpa, an Authorized Person

EX-3.154

Exhibit 3.154

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone Permian Rattlesnake, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone Permian Rattlesnake, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Hillstone Permian Rattlesnake, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.Indemnification.

(a)For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) 

any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against

2

any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.Limitation of Liability.

(a)Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an

3

Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General Counsel and Corporate Secretary

5

EX-3.155

Exhibit 3.155

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:53 PM 09/09/2016

FILED 05:53 PM 09/09/2016

SR 20165726629 - File Number 6146823

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

FORESTER OPCO, LLC

This Certificate of Formation is being executed as of September 9, 2016 for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del.  C.  §§ 18-101, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1.Name.  The name of the limited liability company is Forester Opco, LLC (the “Company”).

2.Registered Office and Registered Agent.  The Company’s registered office in the State of Delaware is located at 850 New Burton Road, Suite 201, in the City of Dover, County of Kent, Delaware, 19904.  The registered agent of the Company for service of process at such address is National Corporate Research, Ltd.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Julintip Thirasilpa
	Julintip Thirasilpa, an Authorized Person

EX-3.156

Exhibit 3.156

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:59 PM 05/02/2018

FILED 03:59 PM 05/02/2018

SR 20183279477 - File Number 6146823

CERTIFICIATE OF AMENDMENT
TO
CERTIFICATE OF FORMATION
OF
FORESTER OPCO, LLC

The undersigned, being duly authorized to execute and file this Certificate of Amendment to Certificate of Formation for the purpose of amending the Certificate of Formation pursuant to the Section 18-202 of the Limited Liability Company Act of the State of Delaware does hereby certify as follows:

FIRST

The name of the limited liability company is Forester Opco, LLC (the “Company”).

SECOND

Article 1 of the Certificate of Formation of the Company is hereby deleted in its entirety and amended to read in full as follows:

1. The name of the limited liability company is Hillstone Permian Reagan, LLC (the “Company”).

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment to Certificate of Formation as of May 2, 2018.

By:	/s/ Sean D. Hawkins
Name:	Sean D. Hawkins
Title:	Vice President and Corporate Secretary

EX-3.157

Exhibit 3.157

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone Permian Reagan, LLC

a Delaware Limited Liability Company

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone Permian Reagan, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the amended and restated limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Hillstone Permian Reagan, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.Indemnification.

(a)For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of

2

the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

3

8.Limitation of Liability.

(a)Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed

4

and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

13.Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General Counsel and Corporate Secretary

5

EX-3.158

Exhibit 3.158

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:13 PM 04/11/2019

FILED 03:13 PM 04/11/2019

SR 20192765215 - File Number 7369704

STATE OF DELAWARE
CERTIFICATE OF FORMATION
OF LIMITED LIABILITY COMPANY

The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.The name of the limited liability company is Hillstone Permian Roosevelt, LLC.

2.The Registered Office of the limited liability company in the State of Delaware is located at 850 New Burton Road, Suite 201 (street), in the City of Dover, Zip Code 19904.  The name of the Registered Agent at such address upon whom process against this limited liability company may be served is COGENCY GLOBAL INC.

By:	/s/ Sean D. Hawkins
	Authorized Person
Name:	Sean D. Hawkins
	Print or Type

EX-3.159

Exhibit 3.159

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone Permian Roosevelt, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone Permian Roosevelt, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Hillstone Permian Roosevelt, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.Indemnification.

(a)For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) 

any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against

2

any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.Limitation of Liability.

(a)Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an

3

Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General Counsel and Corporate Secretary

5

EX-3.160

Exhibit 3.160

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

HILLSTONE PERMIAN SHULTZ, LLC

This Certificate of Formation is being executed as of May 22, 2018 for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1.             Name.  The name of the limited liability company is Hillstone Permian Shultz, LLC (the “Company”).

2.             Registered Office and Registered Agent.  The Company’s registered office in the State of Delaware is located at 850 New Burton Road, Suite 201, in the City of Dover, County of Kent, Delaware, 19904.  The registered agent of the Company for service of process at such address is Cogency Global Inc.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Julintip Thirasilpa
	Julintip Thirasilpa, an Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:30 PM 05/22/2018

FILED 12:30 PM 05/22/2018

SR 20184124054 - File Number 6896348

EX-3.161

Exhibit 3.161

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone Permian Shultz, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone Permian Shultz, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Hillstone Permian Shultz, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.Indemnification.

(a)For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) 

any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against

2

any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.Limitation of Liability.

(a)Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an

3

Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General Counsel and Corporate Secretary

5

EX-3.162

Exhibit 3.162

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:53 PM 09/09/2016

FILED 05:53 PM 09/09/2016

SR 20165726632 - File Number 6146827

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

GOLDEN COAST IV, LLC

This Certificate of Formation is being executed as of September 9, 2016 for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C.  §§ 18-101, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1.             Name.  The name of the limited liability company is Golden Coast IV, LLC (the “Company”).

2.             Registered Office and Registered Agent.  The Company’s registered office in the State of Delaware is located at 850 New Burton Road, Suite 201, in the City of Dover, County of Kent, Delaware, 19904.  The registered agent of the Company for service of process at such address is National Corporate Research, Ltd.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Julintip Thirasilpa
	Julintip Thirasilpa, an Authorized Person

EX-3.163

Exhibit 3.163

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:25 PM 10/09/2017

FILED 06:25 PM 10/09/2017

SR 20176540041 - File Number 6146827

CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF FORMATION
OF
GOLDEN COAST IV, LLC

The undersigned, being duly authorized to execute and file this Certificate of Amendment to Certificate of Formation for the purpose of amending the Certificate of Formation pursuant to the Section 18-202 of the Limited Liability Company Act of the State of Delaware, does hereby certify as follows:

FIRST

The name of the limited liability company is Golden Coast IV, LLC (the “Company”).

SECOND

Article 1 of the Certificate of Formation of the Company is hereby deleted in its entirety and amended to read in full as follows:

1.The name of the limited liability company is Hillstone Permian St. Lucia, LLC (the “Company”).

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment to Certificate of Formation as of October 9, 2017.

By:	/s/ Julintip Thirasilpa
Name:	Julintip Thirasilpa
Title:	Authorized Person

EX-3.164

Exhibit 3.164

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone Permian St. Lucia, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone Permian St. Lucia, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Hillstone Permian St. Lucia, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.Indemnification.

(a)For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) 

any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against

2

any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.Limitation of Liability.

(a)Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an

3

Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General Counsel and Corporate Secretary

5

EX-3.165

Exhibit 3.165

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:11 PM 04/11/2019

FILED 03:11 PM 04/11/2019

SR 20192765136 - File Number 7369662

STATE OF DELAWARE
CERTIFICATE OF FORMATION
OF LIMITED LIABILITY COMPANY

The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of. Delaware, hereby certifies as follows:

1.             The name of the limited liability company is Hillstone Permian Taft, LLC.

2.             The Registered Office of the limited liability company in the State of Delaware is located at 850 New Burton Road, Suite 201 (street), in the City of Dover, Zip Code 19904.  The name of the Registered Agent at such address upon whom process against this limited liability company may be served is COGENCY GLOBAL INC.

By:	/s/ Sean D. Hawkins
	Authorized Person
Name:	Sean D. Hawkins
	Print or Type

EX-3.166

Exhibit 3.166

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone Permian Taft, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone Permian Taft, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Hillstone Permian Taft, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.Indemnification.

(a)For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) 

any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against

2

any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.Limitation of Liability.

(a)Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an

3

Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General
	Counsel and Corporate Secretary

5

EX-3.167

Exhibit 3.167

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:12 PNI 04/11/2019

FILED 03:12 PM 04/11/2019

SR 20192765143 - File Number 7369666

STATE OF DELAWARE
CERTIFICATE OF FORMATION
OF LIMITED LIABILITY COMPANY

The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.             The name of the limited liability company is Hillstone Permian Wilson, LLC.

2.             The Registered Office of the limited liability company in the State of Delaware is located at 850 New Burton Road, Suite 201 (street), in the City of Dover, Zip Code 19904.  The name of the Registered Agent at such address upon whom process against this limited liability company may be served is COGENCY GLOBAL INC.

By:	/s/ Sean D. Hawkins
	Authorized. Person
Name:	Sean D. Hawkins
	Print or Type

EX-3.168

Exhibit 3.168

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

Hillstone Permian Wilson, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Hillstone Permian Wilson, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Hillstone Permian Wilson, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.Indemnification.

(a)For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) 

any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against

2

any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.Limitation of Liability.

(a)Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an

3

Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General
	Counsel and Corporate Secretary

5

EX-3.169

Exhibit 3.169

FILED

In the Office of the

Secretary of State of Texas

JUN 28 2017

Corporations Section

CERTIFICATE OF FORMATION

OF

LOVING FORTRESS, LLC

ARTICLE 1

The name of the limited liability company is Loving Fortress, LLC (the “Company”).

ARTICLE 2

The Company is organized for the purpose of conducting any and all lawful business for which a limited liability company may be organized under the Texas Business Organizations Code.

ARTICLE 3

The period of duration of the Company will be perpetual, and as such the Company will remain in existence until it is wound up and terminated in accordance with its organizational documents or otherwise in accordance with applicable law.

ARTICLE 4

The street address of the Company’s initial registered office in the State of Texas is 500 Winstead Building, 2728 N. Harwood Street, Dallas, Texas 75201. The name of the Company’s initial registered agent at such address is Jennifer Tauzel.

ARTICLE 5

The Company will be governed by a board of managers which will initially consist of two (2) managers. The name and address of the initial managers are as follows:

Name	Mailing Address
Kendall Cowan	P.O. Box 64442 Lubbock, Texas 79464
David Cowan	P.O. Box 64442 Lubbock, Texas 79464

1

ARTICLE 6

The name and address of the organizer of the Company is as follows:

Name	Mailing Address
Jennifer Tauzel	500 Winstead Building 2728 N. Harwood Street Dallas, Texas 75201

ARTICLE 7

The initial members of the Company will adopt a company agreement which will set forth all of the provisions for the regulation and management of the affairs of the Company. Any person or entity that acquires a membership interest in the Company will be bound by the provisions of the company agreement of the Company, notwithstanding the fact that such person has not executed such company agreement or a separate written instrument pursuant to which it agrees to be bound by the provisions thereof.

ARTICLE 8

Any action required by the Texas Business Organizations Code to be taken at any annual or special meeting of members, or any action which may be taken at any annual or special meeting of members, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall have been signed by the holder or holders of membership interests having not less than the minimum number of votes that would be necessary to take such action at a meeting in which the holders of all membership interests entitled to vote on the action were present and voted.

[Signature page follows]

2

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as sole organizer of the Company as of the 28th day of June, 2017.

/s/ Jennifer Tauzel

Jennifer Tauzel, Sole Organizer

[SIGNATURE PAGE TO CERTIFICATE OF FORMATION OF LOVING FORTRESS, LLC]

EX-3.170

Exhibit 3.170

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

Loving Fortress, LLC

a Delaware Limited Liability Company

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Loving Fortress, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the amended and restated limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Loving Fortress, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.Indemnification.

(a)For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of

2

the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

3

8.Limitation of Liability.

(a)Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed

4

and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

13.Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General
	Counsel and Corporate Secretary

5

EX-3.171

Exhibit 3.171

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:08 PM 09/18/2017

FILED 06:08 PM 09/18/2017

SR 20176214623 - File Number 6547919

STATE OF DELAWARE

CERTIFICATE OF FORMATION

OF

RED ROCK MAINSTREAM, LLC

This Certificate of Formation is being executed as of September 18, 2016 for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1.             Name.  The name of the limited liability company is Red Rock Midstream, LLC (the “Company”).

2.             Registered Office and Registered Agent.  The Company’s registered office in the State of Delaware is located at 850 New Burton Road, Suite 201, in the City of Dover, County of Kent, Delaware, 19904.  The registered agent of the Company for service of process at such address is Cogency Global Inc.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Julintip Thirasilpa
Julintip Thirasilpa, an Authorized Person

EX-3.172

Exhibit 3.172

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

Red Rock Midstream, LLC

a Delaware Limited Liability Company

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Red Rock Midstream, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the amended and restated limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Red Rock Midstream, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.Indemnification.

(a)For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of

2

the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

3

8.Limitation of Liability.

(a)Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed

4

and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

13.Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General
	Counsel and Corporate Secretary

5

EX-3.173

Exhibit 3.173

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:53 PM 02/04/2019

FILED 03:53 PM 02/04/2019

SR 20190713592 - File Number 7266658

STATE OF DELAWARE
CERTIFICATE OF FORMATION
OF LIMITED LIABILITY COMPANY

The undersigned authorized person, desiring to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.The name of the limited liability company is Sand Lake Midstream, LLC

2.The Registered Office of the limited liability company in the State of Delaware is located at 850 New Burton Road, Suite 201 (street), in the City of Dover, Zip Code 19904. The name of the Registered Agent at such address upon whom process against, this limited liability company may be served is COGENCY GLOBAL INC.

By:	/s/ Sean D. Hawkins
	Authorized Person
Name:	Sean D. Hawkins
	Print or Type

EX-3.174

Exhibit 3.174

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

Sand Lake Midstream, LLC

a Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Sand Lake Midstream, LLC (“Company”), dated as of October 31, 2019, is adopted, executed and agreed to by the sole Member (as defined below). The sole Member desires to amend and restate the terms of the original limited liability company agreement which shall be superseded, in its entirety, by this Agreement.

1.Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “Act”).  The business of the Company shall be conducted under the name Sand Lake Midstream, LLC or such other names that comply with applicable law as the Member may from time to time deem necessary or desirable.

2.Member. HEP Intermediate Holdco Sub, LLC, a Delaware limited liability company, shall be the sole member of the Company (“Member”).

3.Contributions. Without creating any rights in favor of any third party, the Member may, from time to time, make contributions of cash or property to the capital of the Company, but shall have no obligation to do so.

4.Units. Ownership in the Company shall be represented by membership units (“Units”).  Such Units shall not be represented by written certificates unless otherwise approved by the Member.  The Member is the record and beneficial owner of 1,000 Units, representing all the issued and outstanding Units of the Company.

5.Distributions. The Member shall be entitled (a) to receive all distributions (including, without limitation, liquidating distributions) made by the Company and (b) to enjoy all other rights, benefits and interests in the Company.

6.Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, which shall make all decisions and take all actions for the Company. Notwithstanding the foregoing, the Member may designate one or more persons, who may or may not be members of the Company, as officers (“Officers”) of the Company.  Officers shall have such rights and duties as may be designated by the Member.

7.Indemnification.

(a)For purposes of this Agreement, “Person” shall mean an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

(b)For purposes of this Agreement, “Indemnitee” shall mean: (i) the Member, (ii) 

any Person who is or was a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of the Company or the Member, (iii) any Person who is or was serving at the request of the Member as a director, officer, fiduciary, trustee, manager (as such term is defined in the Act) or managing member of another Person owing a fiduciary duty to the Company or the Member; provided, that a Person shall not be an “Indemnitee” by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (iv) any Person that controls the Member and (v) any Person the Member designates as an “Indemnitee” for purposes of this Agreement.

(c)To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, each Indemnitee shall be indemnified and held harmless by the Company from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals (collectively, any “Proceeding”), in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful.  Any indemnification pursuant to this Section 7 shall be made only out of the assets of the Company, it being agreed that the Member shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification.

(d)To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7(c) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7, the Indemnitee is not entitled to be indemnified upon receipt by the Company of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.

(e)The indemnification provided by this Section 7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to the consent of the Member, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(f)The Company may purchase and maintain insurance, on behalf of the Company, its affiliates, the Indemnitees and such other Persons as the Company shall determine, against

2

any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Company’s or any of its affiliate’s activities or such Person’s activities on behalf of the Company or any of its affiliates, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(g)For purposes of this Section 7, the Company shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Company also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7(c); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Company.

(h)In no event may an Indemnitee subject the Member to personal liability by reason of the indemnification provisions set forth in this Agreement.

(i)An Indemnitee shall not be denied indemnification in whole or in part under this Section 7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(j)The provisions of this Section 7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other persons.

(k)The Company’s obligation to indemnify and to prepay expenses under sub-paragraphs (c) and (d) of this Section 7 shall arise, and all rights granted to the Indemnitees hereunder shall vest, at the time of the occurrence of the transaction or event to which a Proceeding relates, or at the time that the action or conduct to which such Proceeding relates was first taken or engaged in (or omitted to be taken or engaged in), regardless of when such Proceeding is first threatened, commenced or completed.  No amendment, modification or repeal of this Section 7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Company, nor the obligations of the Company to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

8.Limitation of Liability.

(a)Notwithstanding anything to the contrary set forth in this Agreement and to the full extent permitted by applicable law, no Indemnitee shall be liable for monetary damages to the Company, the Member or any other persons who have acquired ownership interests in the Units, for losses sustained or liabilities incurred as a result of any act or omission of an

3

Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b)To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Company or the Member, the Indemnitee acting in connection with the Company’s business or affairs shall not be liable to the Company or the Member for such Indemnitee’s good faith reliance on the provisions of this Agreement.

(c)Any amendment, modification or repeal of this Section 8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(d)The Member, in its management capacity of the Company, may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(e)The Member, in its management capacity of the Company, may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an opinion of counsel) of such persons as to matters that the Member, in its management capacity of the Company, reasonably believes to be within such person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

9.Dissolution. The Company shall dissolve and its affairs shall be wound up upon (a) the consent of the Member or (b) the entry of a decree of judicial dissolution under the Act.  No other event will cause the Company to dissolve.

10.Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company.

11.Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

12.Amendment.  This Agreement may be amended by the Member; provided, that any amendment to this Agreement must be in writing and signed by the Member.

4

13.Governing Law.  This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware.

IN WITNESS WHEREOF, the Member has adopted, executed and agreed to this Agreement effective as of the date first set forth above.

MEMBER:
HEP Intermediate Holdco Sub, LLC
By:	/s/ Kurston P. McMurray
	Kurston P. McMurray
	Exec. Vice President — Legal, General
	Counsel and Corporate Secretary

5

EX-4.19

Exhibit 4.19

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.

2

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)

3

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:
AWR DISPOSAL, LLC
DACO PERMIAN 76, LLC
GGCOF HEP BLOCKER II, LLC
GGCOF HEP BLOCKER, LLC
HEP INTERMEDIATE HOLDCO SUB, LLC
HEP INTERMEDIATE HOLDCO, LLC
HEP OPERATIONS HOLDINGS, LLC
HEP OPERATIONS, LLC
HEP SHALEWATER SOLUTIONS, LLC
HILLSTONE DACO 76, LLC
HILLSTONE DACO PERMIAN, LLC
HILLSTONE ENVIRONMENTAL PARTNERS, LLC
HILLSTONE PERMIAN ADAMS, LLC
HILLSTONE PERMIAN ARTHUR, LLC
HILLSTONE PERMIAN CLEVELAND, LLC
HILLSTONE PERMIAN FORTRESS, LLC
HILLSTONE PERMIAN GARFIELD, LLC
HILLSTONE PERMIAN HAMILTON, LLC
HILLSTONE PERMIAN HARRISON, LLC
HILLSTONE PERMIAN HAYES, LLC,
HILLSTONE PERMIAN KNOX, LLC
HILLSTONE PERMIAN MADISON, LLC
HILLSTONE PERMIAN MCKINLEY, LLC
HILLSTONE PERMIAN MONROE, LLC
HILLSTONE PERMIAN PIPELINE LOVING BR, LLC
HILLSTONE PERMIAN PIPELINE, LLC
HILLSTONE PERMIAN POKER LAKE, LLC
HILLSTONE PERMIAN RATTLESNAKE, LLC
HILLSTONE PERMIAN REAGAN, LLC
HILLSTONE PERMIAN ROOSEVELT, LLC
HILLSTONE PERMIAN SHULTZ, LLC
HILLSTONE PERMIAN ST. LUCIA, LLC
HILLSTONE PERMIAN TAFT, LLC
HILLSTONE PERMIAN WILSON, LLC
LOVING FORTRESS, LLC
RED ROCK MIDSTREAM, LLC
SAND LAKE MIDSTREAM, LLC
By:	/s/ Robert W. Karlovich III
	Name: Robert W. Karlovich III
	Title: Executive Vice President and Chief Financial Officer

(Signature Page to Fifth Supplemental Indenture)

ISSUERS:
NGL ENERGY PARTNERS LP
By:	NGL Energy Holdings, LLC,
	its general partner
By:	/s/ Robert W. Karlovich III
	Name: Robert W. Karlovich III
	Title: Executive Vice President and Chief Financial Officer
NGL ENERGY FINANCE CORP.
By:	/s/ Robert W. Karlovich III
	Name: Robert W. Karlovich III
	Title: Executive Vice President and Chief Financial Officer

(Signature Page to Fifth Supplemental Indenture)

EXISTING GUARANTORS:
ANTICLINE DISPOSAL, LLC
CENTENNIAL ENERGY, LLC
CENTENNIAL GAS LIQUIDS ULC
CHOYA OPERATING, LLC
GRAND MESA PIPELINE, LLC
NGL CRUDE CUSHING, LLC
NGL CRUDE LOGISTICS, LLC
NGL CRUDE TERMINALS, LLC
NGL CRUDE TRANSPORTATION, LLC
NGL DELAWARE BASIN HOLDINGS, LLC
NGL ENERGY EQUIPMENT LLC
NGL ENERGY HOLDINGS II, LLC
NGL ENERGY LOGISTICS, LLC
NGL ENERGY OPERATING LLC
NGL LIQUIDS, LLC
NGL MARINE, LLC
NGL MILAN INVESTMENTS, LLC
NGL ENERGY OPERATING LLC
NGL SOUTH RANCH, INC.
NGL SUPPLY TERMINAL COMPANY, LLC
NGL SUPPLY WHOLESALE, LLC
NGL WATER PIPELINES, LLC
NGL WATER SOLUTIONS - ORLA SWD, LLC
NGL WATER SOLUTIONS DJ, LLC
NGL WATER SOLUTIONS EAGLE FORD, LLC
NGL WATER SOLUTIONS PERMIAN, LLC
NGL WATER SOLUTIONS, LLC
TRANSMONTAIGNE LLC
TRANSMONTAIGNE SERVICES LLC
By:	/s/ Robert W. Karlovich III
	Name: Robert W. Karlovich III
	Title: Executive Vice President and Chief Financial Officer

(Signature Page to Fifth Supplemental Indenture)

TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Brian T. Jensen
	Name: Brian T. Jensen
	Title: Vice President

(Signature Page to Fifth Supplemental Indenture)

Exhibit A

Guaranteeing Subsidiaries

Name	Jurisdiction and Form of Organization
AWR Disposal, LLC	Delaware limited liability company
Daco Permian 76, LLC	Texas limited liability company
GGCOF HEP Blocker II, LLC	Delaware limited liability company
GGCOF HEP Blocker, LLC	Delaware limited liability company
HEP Intermediate Holdco Sub, LLC	Delaware limited liability company
HEP Intermediate Holdco, LLC	Delaware limited liability company
HEP Operations Holdings, LLC	Delaware limited liability company
HEP Operations, LLC	Delaware limited liability company
HEP Shalewater Solutions, LLC	Delaware limited liability company
Hillstone Daco 76, LLC	Delaware limited liability company
Hillstone Daco Permian, LLC	Delaware limited liability company
Hillstone Environmental Partners, LLC	Delaware limited liability company
Hillstone Permian Adams, LLC	Delaware limited liability company
Hillstone Permian Arthur, LLC	Delaware limited liability company
Hillstone Permian Cleveland, LLC	Delaware limited liability company
Hillstone Permian Fortress, LLC	Texas limited liability company
Hillstone Permian Garfield, LLC	Delaware limited liability company
Hillstone Permian Hamilton, LLC	Delaware limited liability company
Hillstone Permian Harrison, LLC	Delaware limited liability company
Hillstone Permian Hayes, LLC,	Delaware limited liability company
Hillstone Permian Knox, LLC	Delaware limited liability company
Hillstone Permian Madison, LLC	Delaware limited liability company
Hillstone Permian McKinley, LLC	Delaware limited liability company
Hillstone Permian Monroe, LLC	Delaware limited liability company
Hillstone Permian Pipeline Loving BR, LLC	Delaware limited liability company
Hillstone Permian Pipeline, LLC	Delaware limited liability company
Hillstone Permian Poker Lake, LLC	Delaware limited liability company
Hillstone Permian Rattlesnake, LLC	Delaware limited liability company
Hillstone Permian Reagan, LLC	Delaware limited liability company
Hillstone Permian Roosevelt, LLC	Delaware limited liability company
Hillstone Permian Shultz, LLC	Delaware limited liability company
Hillstone Permian St. Lucia, LLC	Delaware limited liability company
Hillstone Permian Taft, LLC	Delaware limited liability company
Hillstone Permian Wilson, LLC	Delaware limited liability company
Loving Fortress, LLC	Texas limited liability company
Red Rock Midstream, LLC	Delaware limited liability company
Sand Lake Midstream, LLC	Delaware limited liability company

Exhibit A - Page 1

EX-4.26

Exhibit 4.26

Execution Version

FOURTH SUPPLEMENTAL INDENTURE

FOURTH 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 February 22, 2017 (the “Original Indenture”), providing for the issuance by the Issuers of 6.125% Senior Notes due 2025 (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 July 18, 2018 (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 January 25, 2019 (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 October 31, 2019 (the “Third 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 and the Third 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.

2

(Signature Pages Follow)

3

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:
AWR DISPOSAL, LLC
DACO PERMIAN 76, LLC
GGCOF HEP BLOCKER II, LLC
GGCOF HEP BLOCKER, LLC
HEP INTERMEDIATE HOLDCO SUB, LLC
HEP INTERMEDIATE HOLDCO, LLC
HEP OPERATIONS HOLDINGS, LLC
HEP OPERATIONS, LLC
HEP SHALEWATER SOLUTIONS, LLC
HILLSTONE DACO 76, LLC
HILLSTONE DACO PERMIAN, LLC
HILLSTONE ENVIRONMENTAL PARTNERS, LLC
HILLSTONE PERMIAN ADAMS, LLC
HILLSTONE PERMIAN ARTHUR, LLC
HILLSTONE PERMIAN CLEVELAND, LLC
HILLSTONE PERMIAN FORTRESS, LLC
HILLSTONE PERMIAN GARFIELD, LLC
HILLSTONE PERMIAN HAMILTON, LLC
HILLSTONE PERMIAN HARRISON, LLC
HILLSTONE PERMIAN HAYES, LLC,
HILLSTONE PERMIAN KNOX, LLC
HILLSTONE PERMIAN MADISON, LLC
HILLSTONE PERMIAN MCKINLEY, LLC
HILLSTONE PERMIAN MONROE, LLC
HILLSTONE PERMIAN PIPELINE LOVING BR, LLC
HILLSTONE PERMIAN PIPELINE, LLC
HILLSTONE PERMIAN POKER LAKE, LLC
HILLSTONE PERMIAN RATTLESNAKE, LLC
HILLSTONE PERMIAN REAGAN, LLC
HILLSTONE PERMIAN ROOSEVELT, LLC
HILLSTONE PERMIAN SHULTZ, LLC
HILLSTONE PERMIAN ST. LUCIA, LLC
HILLSTONE PERMIAN TAFT, LLC
HILLSTONE PERMIAN WILSON, LLC
LOVING FORTRESS, LLC
RED ROCK MIDSTREAM, LLC
SAND LAKE MIDSTREAM, LLC
By:	/s/ Robert W. Karlovich III
	Name: Robert W. Karlovich III
	Title: Executive Vice President and Chief Financial Officer

(Signature Page to Fourth Supplemental Indenture)

ISSUERS:
NGL ENERGY PARTNERS LP
By:	NGL Energy Holdings, LLC,
	its general partner
By:	/s/ Robert W. Karlovich III
	Name: Robert W. Karlovich III
	Title: Executive Vice President and Chief Financial Officer
NGL ENERGY FINANCE CORP.
By:	/s/ Robert W. Karlovich III
	Name: Robert W. Karlovich III
	Title: Executive Vice President and Chief Financial Officer

(Signature Page to Fourth Supplemental Indenture)

EXISTING GUARANTORS:
ANTICLINE DISPOSAL, LLC
CENTENNIAL ENERGY, LLC
CENTENNIAL GAS LIQUIDS ULC
CHOYA OPERATING, LLC
GRAND MESA PIPELINE, LLC
NGL CRUDE CUSHING, LLC
NGL CRUDE LOGISTICS, LLC
NGL CRUDE TERMINALS, LLC
NGL CRUDE TRANSPORTATION, LLC
NGL DELAWARE BASIN HOLDINGS, LLC
NGL ENERGY EQUIPMENT LLC
NGL ENERGY HOLDINGS II, LLC
NGL ENERGY LOGISTICS, LLC
NGL ENERGY OPERATING LLC
NGL LIQUIDS, LLC
NGL MARINE, LLC
NGL MILAN INVESTMENTS, LLC
NGL ENERGY OPERATING LLC
NGL SOUTH RANCH, INC.
NGL SUPPLY TERMINAL COMPANY, LLC
NGL SUPPLY WHOLESALE, LLC
NGL WATER PIPELINES, LLC
NGL WATER SOLUTIONS - ORLA SWD, LLC
NGL WATER SOLUTIONS DJ, LLC
NGL WATER SOLUTIONS EAGLE FORD, LLC
NGL WATER SOLUTIONS PERMIAN, LLC
NGL WATER SOLUTIONS, LLC
TRANSMONTAIGNE LLC
TRANSMONTAIGNE SERVICES LLC
By:	/s/ Robert W. Karlovich III
	Name: Robert W. Karlovich III
	Title: Executive Vice President and Chief Financial Officer

(Signature Page to Fourth Supplemental Indenture)

TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Brian T. Jensen
	Name: Brian T. Jensen
	Title: Vice President

(Signature Page to Fourth Supplemental Indenture)

Exhibit A

Guaranteeing Subsidiaries

Name	Jurisdiction and Form of Organization
AWR Disposal, LLC	Delaware limited liability company
Daco Permian 76, LLC	Texas limited liability company
GGCOF HEP Blocker II, LLC	Delaware limited liability company
GGCOF HEP Blocker, LLC	Delaware limited liability company
HEP Intermediate Holdco Sub, LLC	Delaware limited liability company
HEP Intermediate Holdco, LLC	Delaware limited liability company
HEP Operations Holdings, LLC	Delaware limited liability company
HEP Operations, LLC	Delaware limited liability company
HEP Shalewater Solutions, LLC	Delaware limited liability company
Hillstone Daco 76, LLC	Delaware limited liability company
Hillstone Daco Permian, LLC	Delaware limited liability company
Hillstone Environmental Partners, LLC	Delaware limited liability company
Hillstone Permian Adams, LLC	Delaware limited liability company
Hillstone Permian Arthur, LLC	Delaware limited liability company
Hillstone Permian Cleveland, LLC	Delaware limited liability company
Hillstone Permian Fortress, LLC	Texas limited liability company
Hillstone Permian Garfield, LLC	Delaware limited liability company
Hillstone Permian Hamilton, LLC	Delaware limited liability company
Hillstone Permian Harrison, LLC	Delaware limited liability company
Hillstone Permian Hayes, LLC,	Delaware limited liability company
Hillstone Permian Knox, LLC	Delaware limited liability company
Hillstone Permian Madison, LLC	Delaware limited liability company
Hillstone Permian McKinley, LLC	Delaware limited liability company
Hillstone Permian Monroe, LLC	Delaware limited liability company
Hillstone Permian Pipeline Loving BR, LLC	Delaware limited liability company
Hillstone Permian Pipeline, LLC	Delaware limited liability company
Hillstone Permian Poker Lake, LLC	Delaware limited liability company
Hillstone Permian Rattlesnake, LLC	Delaware limited liability company
Hillstone Permian Reagan, LLC	Delaware limited liability company
Hillstone Permian Roosevelt, LLC	Delaware limited liability company
Hillstone Permian Shultz, LLC	Delaware limited liability company
Hillstone Permian St. Lucia, LLC	Delaware limited liability company
Hillstone Permian Taft, LLC	Delaware limited liability company
Hillstone Permian Wilson, LLC	Delaware limited liability company
Loving Fortress, LLC	Texas limited liability company
Red Rock Midstream, LLC	Delaware limited liability company
Sand Lake Midstream, LLC	Delaware limited liability company

Exhibit A - Page 1

EX-4.29

Exhibit 4.29

Execution Version

SECOND SUPPLEMENTAL INDENTURE

SECOND 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 April 9, 2019 (the “Indenture”), providing for the issuance by the Issuers of 6.125% Senior Notes due 2026 (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 October 31, 2019 (the “First 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 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)

2

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:
AWR DISPOSAL, LLC
DACO PERMIAN 76, LLC
GGCOF HEP BLOCKER II, LLC
GGCOF HEP BLOCKER, LLC
HEP INTERMEDIATE HOLDCO SUB, LLC
HEP INTERMEDIATE HOLDCO, LLC
HEP OPERATIONS HOLDINGS, LLC
HEP OPERATIONS, LLC
HEP SHALEWATER SOLUTIONS, LLC
HILLSTONE DACO 76, LLC
HILLSTONE DACO PERMIAN, LLC
HILLSTONE ENVIRONMENTAL PARTNERS, LLC
HILLSTONE PERMIAN ADAMS, LLC
HILLSTONE PERMIAN ARTHUR, LLC
HILLSTONE PERMIAN CLEVELAND, LLC
HILLSTONE PERMIAN FORTRESS, LLC
HILLSTONE PERMIAN GARFIELD, LLC
HILLSTONE PERMIAN HAMILTON, LLC
HILLSTONE PERMIAN HARRISON, LLC
HILLSTONE PERMIAN HAYES, LLC,
HILLSTONE PERMIAN KNOX, LLC
HILLSTONE PERMIAN MADISON, LLC
HILLSTONE PERMIAN MCKINLEY, LLC
HILLSTONE PERMIAN MONROE, LLC
HILLSTONE PERMIAN PIPELINE LOVING BR, LLC
HILLSTONE PERMIAN PIPELINE, LLC
HILLSTONE PERMIAN POKER LAKE, LLC
HILLSTONE PERMIAN RATTLESNAKE, LLC
HILLSTONE PERMIAN REAGAN, LLC
HILLSTONE PERMIAN ROOSEVELT, LLC
HILLSTONE PERMIAN SHULTZ, LLC
HILLSTONE PERMIAN ST. LUCIA, LLC
HILLSTONE PERMIAN TAFT, LLC
HILLSTONE PERMIAN WILSON, LLC
LOVING FORTRESS, LLC
RED ROCK MIDSTREAM, LLC
SAND LAKE MIDSTREAM, LLC
By:	/s/ Robert W. Karlovich III
	Name: Robert W. Karlovich III
	Title: Executive Vice President and Chief Financial Officer

(Signature Page to Second Supplemental Indenture)

ISSUERS:
NGL ENERGY PARTNERS LP
By:	NGL Energy Holdings, LLC,
	its general partner
By:	/s/ Robert W. Karlovich III
	Name: Robert W. Karlovich III
	Title: Executive Vice President and Chief Financial Officer
NGL ENERGY FINANCE CORP.
By:	/s/ Robert W. Karlovich III
	Name: Robert W. Karlovich III
	Title: Executive Vice President and Chief Financial Officer

(Signature Page to Second Supplemental Indenture)

EXISTING GUARANTORS:
ANTICLINE DISPOSAL, LLC
CENTENNIAL ENERGY, LLC
CENTENNIAL GAS LIQUIDS ULC
CHOYA OPERATING, LLC
GRAND MESA PIPELINE, LLC
NGL CRUDE CUSHING, LLC
NGL CRUDE LOGISTICS, LLC
NGL CRUDE TERMINALS, LLC
NGL CRUDE TRANSPORTATION, LLC
NGL DELAWARE BASIN HOLDINGS, LLC
NGL ENERGY EQUIPMENT LLC
NGL ENERGY HOLDINGS II, LLC
NGL ENERGY LOGISTICS, LLC
NGL ENERGY OPERATING LLC
NGL LIQUIDS, LLC
NGL MARINE, LLC
NGL MILAN INVESTMENTS, LLC
NGL ENERGY OPERATING LLC
NGL SOUTH RANCH, INC.
NGL SUPPLY TERMINAL COMPANY, LLC
NGL SUPPLY WHOLESALE, LLC
NGL WATER PIPELINES, LLC
NGL WATER SOLUTIONS - ORLA SWD, LLC
NGL WATER SOLUTIONS DJ, LLC
NGL WATER SOLUTIONS EAGLE FORD, LLC
NGL WATER SOLUTIONS PERMIAN, LLC
NGL WATER SOLUTIONS, LLC
TRANSMONTAIGNE LLC
TRANSMONTAIGNE SERVICES LLC
By:	/s/ Robert W. Karlovich III
	Name: Robert W. Karlovich III
	Title: Executive Vice President and Chief Financial Officer

(Signature Page to Second Supplemental Indenture)

TRUSTEE:
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Brian T. Jensen
	Name: Brian T. Jensen
	Title: Vice President

(Signature Page to Second Supplemental Indenture)

Exhibit A

Guaranteeing Subsidiaries

Name	Jurisdiction and Form of Organization
AWR Disposal, LLC	Delaware limited liability company
Daco Permian 76, LLC	Texas limited liability company
GGCOF HEP Blocker II, LLC	Delaware limited liability company
GGCOF HEP Blocker, LLC	Delaware limited liability company
HEP Intermediate Holdco Sub, LLC	Delaware limited liability company
HEP Intermediate Holdco, LLC	Delaware limited liability company
HEP Operations Holdings, LLC	Delaware limited liability company
HEP Operations, LLC	Delaware limited liability company
HEP Shalewater Solutions, LLC	Delaware limited liability company
Hillstone Daco 76, LLC	Delaware limited liability company
Hillstone Daco Permian, LLC	Delaware limited liability company
Hillstone Environmental Partners, LLC	Delaware limited liability company
Hillstone Permian Adams, LLC	Delaware limited liability company
Hillstone Permian Arthur, LLC	Delaware limited liability company
Hillstone Permian Cleveland, LLC	Delaware limited liability company
Hillstone Permian Fortress, LLC	Texas limited liability company
Hillstone Permian Garfield, LLC	Delaware limited liability company
Hillstone Permian Hamilton, LLC	Delaware limited liability company
Hillstone Permian Harrison, LLC	Delaware limited liability company
Hillstone Permian Hayes, LLC,	Delaware limited liability company
Hillstone Permian Knox, LLC	Delaware limited liability company
Hillstone Permian Madison, LLC	Delaware limited liability company
Hillstone Permian McKinley, LLC	Delaware limited liability company
Hillstone Permian Monroe, LLC	Delaware limited liability company
Hillstone Permian Pipeline Loving BR, LLC	Delaware limited liability company
Hillstone Permian Pipeline, LLC	Delaware limited liability company
Hillstone Permian Poker Lake, LLC	Delaware limited liability company
Hillstone Permian Rattlesnake, LLC	Delaware limited liability company
Hillstone Permian Reagan, LLC	Delaware limited liability company
Hillstone Permian Roosevelt, LLC	Delaware limited liability company
Hillstone Permian Shultz, LLC	Delaware limited liability company
Hillstone Permian St. Lucia, LLC	Delaware limited liability company
Hillstone Permian Taft, LLC	Delaware limited liability company
Hillstone Permian Wilson, LLC	Delaware limited liability company
Loving Fortress, LLC	Texas limited liability company
Red Rock Midstream, LLC	Delaware limited liability company
Sand Lake Midstream, LLC	Delaware limited liability company

Exhibit A - Page 1

EX-5.1

Exhibit 5.1

Hunton Andrews Kurth LLP 600 Travis, Suite 4200 Houston, Texas 77002 +1.713.220.4200 Phone +1.713.220.4285 Fax HuntonAK.com

January 9, 2020

NGL Energy Partners LP
6120 S. Yale, Suite 805
Tulsa, Oklahoma 74136

Re:NGL Energy Partners LP and NGL Energy
Finance Corp. Registration Statement on Form S-4.

Ladies and Gentlemen:

We have acted as special counsel to NGL Energy Partners LP, a Delaware limited partnership (the “Partnership”), and NGL Energy Finance Corp., a Delaware corporation (“NGL Finance” and, together with the Partnership, the “Issuers”), in connection with the public offering of $450,000,000 aggregate principal amount of the Issuers’ 7.5% Senior Notes due 2026 (the “Exchange Notes”), which are to be guaranteed pursuant to guarantees thereof (the “Guarantees”) by each of the subsidiaries of the Partnership that is listed in Exhibit A hereto (the “Guarantors”).  The Issuers and the Guarantors are referred to collectively herein as the “Obligors.”

The Exchange Notes are to be issued under the Indenture (as defined below) pursuant to an exchange offer (the “Exchange Offer”) by the Issuers, in exchange for a like principal amount of the Issuers’ issued and outstanding 7.5% Senior Notes due 2026 (the “Original Notes”), as contemplated by the Registration Rights Agreement (as defined below).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:

(i)the registration statement on Form S-4 of the Obligors, filed with the Securities and Exchange Commission (the “SEC”) on January 9, 2020 (the “Registration Statement”);

(ii)the Registration Rights Agreement dated as of April 9, 2019 (the “Registration Rights Agreement”) among the Issuers, the subsidiaries of the Partnership party thereto and the initial purchasers party thereto;

NGL Energy Partners LP

January 9, 2020

Page 2

(iii)the Indenture dated as of April 9, 2019 (the “Indenture”) among the Issuers, the subsidiaries of the Partnership party thereto and U.S. Bank National Association, as trustee (the “Trustee”); and

(iv)the form of the Exchange Notes attached as an exhibit to the Indenture.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Obligors and such agreements, certificates of public officials, certificates of officers or other representatives of the Obligors and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.  In rendering the opinions set forth below, we have assumed and have not verified (i) the genuineness of the signatures on all documents that we have examined, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents supplied to us as originals, (iv) the conformity to the authentic originals of all documents supplied to us as certified, photostatic or faxed copies, (v) the authenticity of the originals of such latter documents and (vi) that the Exchange Notes will be issued in the manner described in the Registration Statement.  As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied, to the extent we deem appropriate, upon (i) oral or written statements and representations of officers and other representatives of the Obligors and (ii) statements and certifications of public officials and others.

We note that the Indenture (including the Guarantees set forth therein) and the Exchange Note include a provision stating that such instrument shall be governed by the laws of the State of New York.  We also note that the Issuers are organized under the laws of the State of Delaware and, as indicated in Exhibit A hereto, certain of the Guarantors are organized under the laws of the State of Delaware or the State of Texas.  We refer to such Guarantors as the “Covered Guarantors.”  Furthermore, we refer to the Issuers and the Covered Guarantors collectively herein as the “Covered Obligors,” and we refer to the Guarantors (other than the Covered Guarantors) as the “Non-Covered Guarantors.”

In conducting our examination of executed documents, we have assumed (i) the valid existence and good standing of each of the parties thereto (other than the Covered Obligors), (ii) that such parties (other than the Covered Obligors) had the power and authority (corporate, partnership, limited liability company or other) to enter into and to incur and perform all their obligations thereunder, (iii) the due authorization by all requisite action (corporate, partnership, limited liability company or other) by such parties (other than the Covered Obligors) and (iv) the due execution and delivery of such documents by such parties (other than the Covered Obligors), except to the extent such execution and delivery by the Non-Covered Guarantors are matters of the laws of the State of New York referred to below.

With respect to the assumptions stated in the immediately preceding paragraph as to the Non-Covered Guarantors, we note that the registrants under the Registration Statement have obtained and filed as exhibits thereto, the following legal opinions pertaining to each of the Non-Covered Guarantors: (i) a legal opinion of Holland & Hart LLP, as to the valid existence under the laws of the State of Wyoming of the Non-Covered Guarantor organized under such

NGL Energy Partners LP

January 9, 2020

Page 3

laws, the power under such laws of such Guarantor to create its obligations under its Guarantee, and the due authorization, execution and delivery under such laws by such Guarantor of the Indenture (which includes the Guarantee by such Guarantor), (ii) a legal opinion of Arkan Haile, Senior Corporate Counsel of NGL Energy Holdings LLC, the general partner of the Partnership (the “General Partner”), as to the valid existence under the laws of the State of Colorado of each of the Non-Covered Guarantors organized under such laws, the power under such laws of each of such Guarantors to create its obligations under its Guarantee, and the due authorization, execution and delivery under such laws by each of such Guarantors of the Indenture (which includes the Guarantee by such Gurantor), (iii) a legal opinion of Norton Rose Fulbright, as to the valid existence under the laws of the Province of Alberta of the Non-Covered Guarantor organized under such laws, the power under such laws of such Guarantor to create its obligations under its Guarantee, and the due authorization, execution and delivery under such laws by such Guarantor of the Indenture (which includes the Guarantee by such Guarantor), (iv) a legal opinion of Kurston P. McMurray, Executive Vice President, General Counsel & Corporate Secretary of the General Partner, as to the valid existence under the laws of the State of Oklahoma of the Non-Covered Guarantor organized under such laws, the power under such laws of such Guarantor to create its obligations under its Guarantee, and the due authorization, execution and delivery under such laws by such Guarantor of the Indenture (which includes the Guarantee by such Guarantor) and (v) a legal opinion of Brownstein Hyatt Farber Schreck, LLP, as to the valid existence under the laws of the State of New Mexico of the Non-Covered Guarantor organized under such laws, the power under such laws of such Guarantor to create its obligations under its Guarantee, and the due authorization, execution and delivery under such laws by such Guarantor of the Indenture (which includes the Guarantee by such Guarantor).

The opinions expressed herein are limited solely to (i) the laws of the State of New York that are normally applicable to transactions of the type contemplated by the Indenture, the Exchange Notes and the Guarantees, (ii) the laws of the State of Texas, (iii) the General Corporation Law of the State of Delaware, (iv) the Delaware Revised Uniform Limited Partnership Act and (v) the Delaware Limited Liability Company Act. We express no opinion concerning any other laws.

Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that when the Exchange Notes (in the form examined by us) have been duly executed by the Issuers, authenticated by the Trustee in accordance with the terms of the Indenture and issued and delivered upon consummation of the Exchange Offer against receipt of Original Notes surrendered in exchange therefor in accordance with the terms of the Exchange Offer, the Registration Rights Agreement and the Indenture, (i) the Exchange Notes will constitute valid and legally binding obligations of the Issuers and (ii) the Guarantees will constitute valid and legally binding obligations each of the Guarantors (including both the Covered Guarantors and the Non-Covered Guarantors).

Our opinions expressed above are subject to applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfer or conveyance), reorganization, moratorium and other similar laws affecting creditors’ rights generally and to

NGL Energy Partners LP

January 9, 2020

Page 4

general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), including, without limitation, (i) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (ii) concepts of materiality, reasonableness, good faith and fair dealing, and we express no opinion herein with respect to provisions relating to severability or separability.

We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement.  We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement.  In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC.  This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in law.

Very truly yours,

/s/ Hunton Andrews Kurth LLP

Exhibit A

Guarantors

Name of Guarantor	State or other jurisdiction of incorporation or organization
AntiCline Disposal, LLC	Wyoming
AWR Disposal, LLC	Delaware
Centennial Energy, LLC	Colorado
Centennial Gas Liquids ULC	Alberta
Choya Operating, LLC	Texas
Daco Permian 76, LLC	Texas
GGCOF HEP Blocker II, LLC	Delaware
GGCOF HEP Blocker, LLC	Delaware
Grand Mesa Pipeline, LLC	Delaware
HEP Intermediate Holdco Sub, LLC	Delaware
HEP Intermediate Holdco, LLC	Delaware
HEP Operations Holdings, LLC	Delaware
HEP Operations, LLC	Delaware
HEP Shalewater Solutions, LLC	Delaware
Hillstone Daco 76, LLC	Delaware
Hillstone Daco Permian, LLC	Delaware
Hillstone Environmental Partners, LLC	Delaware
Hillstone Permian Adams, LLC	Delaware
Hillstone Permian Arthur, LLC	Delaware
Hillstone Permian Cleveland, LLC	Delaware
Hillstone Permian Fortress, LLC	Texas
Hillstone Permian Garfield, LLC	Delaware
Hillstone Permian Hamilton, LLC	Delaware
Hillstone Permian Harrison, LLC	Delaware
Hillstone Permian Hayes, LLC,	Delaware
Hillstone Permian Knox, LLC	Delaware
Hillstone Permian Madison, LLC	Delaware
Hillstone Permian McKinley, LLC	Delaware
Hillstone Permian Monroe, LLC	Delaware
Hillstone Permian Pipeline Loving BR, LLC	Delaware
Hillstone Permian Pipeline, LLC	Delaware
Hillstone Permian Poker Lake, LLC	Delaware
Hillstone Permian Rattlesnake, LLC	Delaware
Hillstone Permian Reagan, LLC	Delaware
Hillstone Permian Roosevelt, LLC	Delaware
Hillstone Permian Shultz, LLC	Delaware
Hillstone Permian St. Lucia, LLC	Delaware
Hillstone Permian Taft, LLC	Delaware
Hillstone Permian Wilson, LLC	Delaware
Loving Fortress, LLC	Texas
NGL Crude Cushing, LLC	Oklahoma
NGL Crude Logistics, LLC	Delaware
NGL Crude Terminals, LLC	Delaware
NGL Crude Transportation, LLC	Colorado
NGL Delaware Basin Holdings, LLC	Delaware
NGL Energy Equipment LLC	Colorado
NGL Energy Holdings II, LLC	Delaware
NGL Energy Logistics, LLC	Delaware
NGL Energy Operating LLC	Delaware

A-1

Name of Guarantor	State or other jurisdiction of incorporation or organization
NGL Liquids, LLC	Delaware
NGL Marine, LLC	Delaware
NGL Milan Investments, LLC	Colorado
NGL South Ranch, Inc.	New Mexico
NGL Supply Terminal Company, LLC	Delaware
NGL Supply Wholesale, LLC	Delaware
NGL Water Pipelines, LLC	Texas
NGL Water Solutions DJ, LLC	Colorado
NGL Water Solutions Eagle Ford, LLC	Delaware
NGL Water Solutions Permian, LLC	Colorado
NGL Water Solutions, LLC	Colorado
NGL Water Solutions—Orla SWD, LLC	Delaware
Red Rock Midstream, LLC	Delaware
Sand Lake Midstream, LLC	Delaware
TransMontaigne Services LLC	Delaware
TransMontaigne LLC	Delaware

A-2

EX-5.2

Exhibit 5.2

January 9, 2020

To:Each of the Entities Listed in Exhibit A

c/oNGL Energy Partners LP
6120 S. Yale, Suite 805
Tulsa, Oklahoma 74136

Ladies and Gentlemen:

I am Senior Corporate Counsel of NGL Energy Holdings LLC, a Delaware limited liability company and the general partner of NGL Energy Partners LP, a Delaware limited partnership (the “Partnership”).  In such capacity, I have acted as counsel to the subsidiaries of the Partnership listed in Exhibit A hereto (the “Colorado Guarantors”), in connection with the guarantees by the Colorado Guarantors (the “Colorado Guarantees”) of $450,000,000 aggregate principal amount of 7.5% Senior Notes due 2026 (the “Exchange Notes”) that are being issued by the Partnership and NGL Energy Finance Corp., a Delaware corporation (“NGL Finance” and, together with the Partnership, the “Issuers”), in exchange for a like principal amount of the Issuers’ issued and outstanding 7.5% Senior Notes due 2026.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

In rendering the opinions set forth herein, I have examined and relied on originals or copies, certified or otherwise identified to my satisfaction, of the following:

(a)the Indenture dated as of April 9, 2019 (the “Indenture”) among the Issuers, the subsidiaries of the Partnership party thereto and U.S. Bank National Association, as trustee (the “Trustee”); and

(b)the form of the Exchange Notes attached as an exhibit to the Indenture (including the form of endorsement thereon of the Colorado Guarantees).

(c)the Registration Statement on Form S-4, filed by the Issuers, the Colorado Guarantors and several other subsidiaries of the Partnership with the United States Securities and Exchange Commission (the “SEC”) on January 9, 2020 (the “Registration Statement”);

I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such records of the Colorado Guarantors and such agreements, certificates of public officials, certificates of officers or other representatives of the Colorado Guarantors and

others, and such other documents, certificates and records as I have deemed necessary or appropriate as a basis for the opinions set forth herein. In rendering the opinions set forth below, I have assumed and have not verified (i) the genuineness of the signatures on all documents that I have examined, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents supplied to me as originals, (iv) the conformity to the authentic originals of all documents supplied to me as certified, photostatic or faxed copies, (v) the authenticity of the originals of such latter documents and (vi) that the Exchange Notes will be issued in the manner described in the Registration Statement.  As to any facts material to the opinions expressed herein that I did not independently establish or verify, I have relied, to the extent I deem appropriate, upon (i) oral or written statements and representations of officers and other representatives of the Colorado Guarantors and (ii) statements and certifications of public officials and others.

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that:

1.Each of the Colorado Guarantors is validly existing and in good standing under the laws of the State of Colorado.

2.Each of the Colorado Guarantors has the limited liability company power and authority, under the laws of the State of Colorado, to execute and deliver, and perform all of its obligations under, the Indenture (which includes the Colorado Guarantees).

3.The Indenture (which includes the Colorado Guarantees) has been duly authorized, executed and delivered by each of the Colorado Guarantors, under the applicable laws of the State of Colorado.

I am a member of the bar of the State of Colorado, and I express no opinion with regard to any matter that may be governed by the law of any jurisdiction other than the State of Colorado.  In rendering the foregoing opinions, my examination of matters of law has been limited to the applicable laws of the State of Colorado as in effect on the date hereof.  Without limiting the generality of and subject to the foregoing, in rendering the opinions herein, I have considered only those laws, statutes, rules and regulations that, in my experience, are customarily applicable to transactions of the character contemplated by the Indenture and the Exchange Notes.

I hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement.  I also consent to the reference to me under the caption “Legal Matters” in the Registration Statement.  In giving this consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC.  The opinions set forth herein are expressed as of the date hereof, and I disclaim any undertaking or obligation to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in law.

Very truly yours,

/s/ Arkan Haile

Arkan Haile,

Senior Corporate Counsel

EXHIBIT A

Subsidiary	Type of Entity	Jurisdiction of Organization
NGL Crude Transportation, LLC	limited liability company	Colorado
Centennial Energy, LLC	limited liability company	Colorado
NGL Milan Investments, LLC	limited liability company	Colorado
NGL Water Solutions, LLC	limited liability company	Colorado
NGL Water Solutions DJ, LLC	limited liability company	Colorado
NGL Water Solutions Permian, LLC	limited liability company	Colorado
NGL Energy Equipment LLC	limited liability company	Colorado

EX-5.3

Exhibit 5.3

January 9, 2020

NGL Crude Cushing, LLC
6120 S. Yale Ave., Suite 805
Tulsa, Oklahoma 74136

Re:Guarantee of 7.5% Senior Notes due 2026 issued by
NGL Energy Partners LP and NGL Energy Finance Corp.

Ladies and Gentlemen:

I am the Executive Vice President, General Counsel & Corporate Secretary of NGL Energy Holdings LLC, a Delaware limited liability company and the general partner of NGL Energy Partners LP, a Delaware limited partnership (the “Partnership”).  In such capacity, I have acted as counsel to NGL Crude Cushing, LLC, an Oklahoma limited liability company and a subsidiary of the Partnership (the “Oklahoma Guarantor”), in connection with the guarantee by the Oklahoma Guarantor (the “Oklahoma Guarantee”) of $450,000,000 aggregate principal amount of 7.5% Senior Notes due 2026 (the “Exchange Notes”) that are being issued by the Partnership and NGL Energy Finance Corp., a Delaware corporation (“NGL Finance” and, together with the Partnership, the “Issuers”), in exchange for a like principal amount of the Issuers’ issued and outstanding 7.5% Senior Notes due 2026.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

In rendering the opinions set forth herein, I have examined and relied on originals or copies, certified or otherwise identified to my satisfaction, of the following:

(a)the Indenture dated as of April 9, 2019 (the “Indenture”) among the Issuers, the subsidiaries of the Partnership party thereto and U.S. Bank National Association, as trustee;

(b)the form of the Exchange Notes attached as an exhibit to the Indenture (including the form of endorsement thereon of the Oklahoma Guarantee);

(c)the Registration Statement on Form S-4, filed by the Issuers, the Oklahoma Guarantor and several other subsidiaries of the Partnership with the United States Securities and Exchange Commission (the “SEC”) on January 9, 2020 (the “Registration Statement”);

(d)the certificate of limited liability company of the Oklahoma Guarantor;

(e)the Second Amended and Restated Operating Agreement of the Oklahoma Guarantor;

(f)resolutions of all of the members of the Oklahoma Guarantor adopted pursuant to the Omnibus Written Consent dated April 2, 2019; and

(g)a certificate of the Secretary of State of the State of Oklahoma, dated as of a recent date, as to the corporate existence and good standing of the Oklahoma Guarantor.

I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such records of the Oklahoma Guarantor and such agreements, certificates of public officials, certificates of officers or other representatives of the Oklahoma Guarantor and others, and such other documents, certificates and records as I have deemed necessary or appropriate as a basis for the opinions set forth herein.  In rendering the opinions set forth below, I have assumed and have not verified (i) the genuineness of the signatures on all documents that I have examined, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents supplied to me as originals, (iv) the conformity to the authentic originals of all documents supplied to me as certified, photostatic or faxed copies, (v) the authenticity of the originals of such latter documents and (vi) that the Exchange Notes will be issued in the manner described in the Registration Statement.  As to any facts material to the opinions expressed herein that I did not independently establish or verify, I have relied, to the extent I deem appropriate, upon (i) oral or written statements and representations of officers and other representatives of the Oklahoma Guarantor and (ii) statements and certifications of public officials and others.

Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that:

1.The Oklahoma Guarantor is a limited liability company validly existing and in good standing under the Oklahoma Limited Liability Company Act, as amended.

2.The Oklahoma Guarantor has the requisite business entity power and authority to enter into the Indenture under the applicable laws of the State of Oklahoma.

3.The Indenture (which includes the Oklahoma Guarantee) has been duly authorized, executed and delivered by the Oklahoma Guarantor under the applicable laws of the State of Oklahoma.

I am a member of the bar of the State of Oklahoma, and I express no opinion with regard to any matter that may be governed by the law of any jurisdiction other than the State of Oklahoma.  In rendering the foregoing opinions, my examination of matters of law has been limited to the applicable laws of the State of Oklahoma as in effect on the date hereof.  Without limiting the generality of and subject to the foregoing, in rendering the opinions herein, I have considered only those laws, statutes, rules and regulations that, in my experience, are customarily applicable to transactions of the character contemplated by the Indenture and the Exchange Notes.

I hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement.  I also consent to the reference to me under the caption “Legal Matters” in the Registration Statement.  In giving this consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC.  The opinions set forth herein are expressed as of the date hereof, and I disclaim any undertaking or obligation to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in law.

Very truly yours,

/s/ Kurston P. McMurray

Kurston P. McMurray,

Executive Vice President, General Counsel & Corporate Secretary

EX-5.4

Exhibit 5.4

January 9, 2020

NGL Energy Partners LP

6120 South Yale Avenue, Suite 805

Tulsa, OK 74136

Re:Securities and Exchange Commission Form S-4 Registration Statement

Ladies and Gentlemen:

We have acted as special counsel in the State of Wyoming (the “State”) to AntiCline Disposal, LLC, a Wyoming limited liability company (the “Wyoming Guarantor”), a subsidiary of NGL Energy Partners LP, a Delaware limited partnership (the “Partnership”), for the purpose of rendering this opinion in connection with: (i) the offer by the Partnership and NGL Energy Finance Corp., a Delaware corporation (the “Co-Issuer” and, together with the Partnership, the “Issuers”), to issue up to $450,000,000 aggregate principal amount of registered 7.5% Senior Notes due 2026 (the “2026 Exchange Notes”), in exchange for the same principal amount of the Issuer’s unregistered 7.5% Senior Notes due 2026 (the “2026 Old Notes”).  The 2026 Old Notes were, and the 2026 Exchange Notes will be, issued pursuant to an indenture dated as of April 9, 2019 among the Issuers, the subsidiaries of the Partnership party thereto, including the Wyoming Guarantor, and U.S. Bank National Association, as trustee (the “Indenture”).  The 2026 Exchange Notes are being guaranteed by the Wyoming Guarantor as well as by other certain subsidiaries of the Partnership (together with the Wyoming Guarantor, the “Guarantors”) pursuant to guarantees included in the Indenture (the “Guarantees”).  The opinions contained in this letter are rendered at the request of the Issuers in connection with that certain Registration Statement on Form S-4 (the “Registration Statement”), dated January 9, 2020, filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”) on January 9, 2020 and in accordance with the requirements of Item 601(b)(5) of Regulations S-K under the Act.

In rendering the opinions set forth herein, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of the following:

(a)the Registration Statement;

(b)the Indenture;

(c)the Articles of Organization of the Wyoming Guarantor, certified to us by the Secretary of the Wyoming Guarantor as being in effect on the date of this opinion (the “Articles”);

(d)the Second Amended and Restated Limited Liability Company Agreement of the Wyoming Guarantor dated as of September 30, 2013, certified to us by the Secretary of the Wyoming Guarantor as being true, correct, complete, and in full effect on the date of this opinion (the “LLC Agreement” and, together with the Articles, the “Organizational Documents”);

(e)the written consent of NGL Water Solutions, LLC, a Colorado limited liability company (“NGL Water”), the sole member of the Wyoming Guarantor, dated April 2, 2019 relating to the approval of the transactions contemplated by the Transaction Documents (as defined below), certified by the Secretary of the Wyoming Guarantor as being true, correct, complete, and in full effect on the date of this opinion (the “Written Consent”);

(f)a Certificate of the Secretary of the Wyoming Guarantor of even date herewith certifying as to (i) the incumbency of the officers of the Wyoming Guarantor who have executed the Transaction Documents on behalf of the Wyoming Guarantor, (ii) the execution and delivery of the Indenture, and (iii) the Organizational Documents and Written Consent referenced above (the “Secretary’s Certificate”); and

(g)a Good Standing Certificate covering the Wyoming Guarantor, issued by the Secretary of State of the State on December 20, 2019 (the “Good Standing Certificate”).

The documents described in items (a) and (b) above are collectively referred to herein as the “Transaction Documents.”

We have not represented the Wyoming Guarantor in matters other than in connection with the preparation of this opinion letter.  We have conducted only such inquiries and examinations of law as we deem necessary or appropriate for rendering this opinion.  As to factual matters, we have relied upon and assumed the truthfulness and accuracy of (a) the representations and warranties of the Issuers and the Guarantors set forth in the Indenture and the Registration Statement, and (b) the certifications of the Secretary of the Wyoming Guarantor made in the Secretary’s Certificate.

We have assumed for purposes of this opinion: (a) the authenticity of all documents submitted to us as originals; (b) the conformity to authentic original documents of all documents submitted to us as certified, conformed, electronic, or photostatic copies; (c) the genuineness of all signatures; and (d) the due authorization, execution, and delivery of the Transaction Documents by the persons authorized by each respective party thereto (other than the Wyoming Guarantor to the extent of the opinions expressed herein) to execute and deliver such documents on each party’s behalf.

Based upon the foregoing and subject to the limitations, qualifications, exceptions, and assumptions set forth herein, we are of the opinion that:

1.Based solely on the Good Standing Certificate, the Wyoming Guarantor is validly existing as a limited liability company and is in good standing under the laws of the State.

2.The Wyoming Guarantor has the limited liability company power and authority to execute and deliver the Indenture (which include the Guarantees) and to perform its obligations thereunder.

3.The execution and delivery by the Wyoming Guarantor of, and the performance by the Wyoming Guarantor of its obligations under, the Indenture (which include the Guarantees) has been duly authorized by all necessary limited liability company action on the part of the Wyoming Guarantor, and the Indenture (which include the Guarantees) has been duly executed and delivered by the Wyoming Guarantor.

Our opinions contained in this letter are based on the laws of the State.  We express no opinion as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations, or requirements of any county, municipality, subdivision or local authority of any jurisdiction, including that of the State.  This letter is limited to the matters expressed herein and no other opinions may be implied.

Our opinions contained in this letter are rendered only as of the date hereof and we assume no obligation to update or supplement this opinion to reflect any facts or circumstances that arise or come to our attention after the date of this opinion letter, or any future changes in laws.  This opinion letter is provided as a legal opinion only, effective as of the date of this letter, and not as a guaranty or warranty of the matters discussed herein or as representations of fact.

These opinions are furnished for the benefit of the addressee.  We hereby consent to the filing of this opinion letter as Exhibit 5.4 to the Registration Statement.  In giving the opinions contained in this letter and our consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Holland & Hart LLP

EX-5.5

Exhibit 5.5

January 9, 2020

NGL South Ranch, Inc.

6120 South Yale Ave., Suite 805

Tulsa OK 74136

Ladies and Gentlemen:

We have acted as special New Mexico counsel to NGL South Ranch, Inc., a New Mexico corporation (the “NM Guarantor”), a subsidiary of NGL Energy Partners LP, a Delaware limited partnership (the “Partnership”), in connection with the guarantee by the NM Guarantor of $450,000,000 aggregate principal amount of 7.5% Senior Notes due 2025 (the “Exchange Notes”) that are being issued by the Partnership and NGL Energy Finance Corp., a Delaware corporation (“NGL Finance” and, together with the Partnership, the “Issuers”), in exchange for a like principal amount of the Issuers’ issued and outstanding 7.5% Senior Notes due 2025.

In rendering the opinions set forth below, we have examined and reviewed copies of the following documents dated as of the date of this letter (unless otherwise noted below):

1.the Indenture dated as of April 9, 2019 among the Issuers, the subsidiaries of the Partnership party thereto (the “Guarantor Subsidiaries”) and U.S. Bank National Association, as trustee;

2.the form of the Exchange Notes attached as an exhibit to the Indenture (including the form of endorsement thereon of the NM Guarantee);

3.the Registration Statement on Form S-4, filed by the Issuers and the Guarantor Subsidiaries with the United States Securities and Exchange Commission (the “Commission”) on January 9, 2020 (the “Registration Statement”);

4.the Articles of Incorporation of the NM Guarantor, as amended, certified by the Secretary of the NM Guarantor as being in effect on the date of this opinion;

5.the Bylaws of the NM Guarantor certified by the Secretary of the NM Guarantor as being in effect on the date of this opinion; and

6.Good Standing Certificate of the NM Guarantor issued by the New Mexico Secretary of State on December 20, 2019 (the “Good Standing Certificate”).

The documents described in Paragraphs 1 and 2 above are collectively referred to herein as the “Transaction Documents.”  The documents described in Paragraphs 4 and 5 above are collectively referred to herein as the “Organizational Documents.”

	410 Seventeenth Street, Suite 2200
	Denver, CO 80202-4432
	main 303.223.1100
bhfs.com	Brownstein Hyatt Farber Schreck, LLP

NGL South Ranch, LLC

January 9, 2020

Page 2

We have considered such questions of law as we deem necessary for the purpose of rendering the opinions set forth herein.

We have made such legal and factual examinations and inquiries as we have deemed necessary or appropriate for purposes of this opinion letter.  We have been furnished with, and with your consent have relied upon, certificates and assurances of the officers of the NM Guarantor and other representatives of the NM Guarantor, and of public officials, as to factual matters, as we have deemed necessary for the purpose of rendering the opinions set forth herein.

We have assumed that: (i) all information contained in all documents that we have reviewed is correct; (ii) all signatures on all documents that we have reviewed are genuine; (iii) all documents submitted to us as originals are true and complete; (iv) all documents submitted to us as copies are true and complete copies of the originals thereof; (v) each natural person signing any document that we have reviewed had the legal capacity to do so; (vi) each natural person signing in a representative capacity any document that we reviewed had authority to sign in such capacity

We express no opinion as to, or the effect or applicability of, any laws other than the laws of New Mexico, nor any opinion as to any matter not expressly set forth herein.

Based upon the foregoing, and subject to the qualifications, limitations, exceptions, restrictions and assumptions set forth herein, we are of the opinion that:

1.The NM Guarantor is a corporation, validly existing and, based solely on the Good Standing Certificate, in good standing under the laws of the State of New Mexico.

2.The NM Guarantor has the necessary power and authority to execute, deliver and perform the Transaction Documents and to own, lease and operate its properties and conduct its business as the business of the Partnership and its subsidiaries are described in the Registration Statement.

2.The execution and delivery of the Transaction Documents has been duly authorized by all necessary corporate action on the part of the NM Guarantor, and has been executed and delivered by the NM Guarantor.

We hereby consent to the use of this opinion letter as Exhibit 5.5 to the Registration Statement and to the use of our name under the heading “Legal Matters” therein.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission.

Very truly yours,

/s/ Brownstein Hyatt Farber Schreck, LLP

2

EX-5.6

Exhibit 5.6

January 9, 2020

Centennial Gas Liquids ULC

6120 South Yale, Suite 805

Tulsa, OK, USA 74136

Dear Ladies and Gentlemen:

Re:Centennial Gas Liquids ULC

We have acted as special Alberta counsel to Centennial Gas Liquids ULC (the Corporation) an Alberta unlimited liability corporation, in connection with the guarantee by, inter alios, the Corporation of certain obligations of NGL Energy Partners LP (the Partnership) and NGL Energy Finance Corp. (the Co-Issuer and together with the Partnership, the Issuers), under their 7.5% Senior Notes due 2026 that have not been registered under the Securities Act of 1993 (the Old Notes). Exchange notes (the Exchange Notes) are to be issued pursuant to an exchange offer (the Exchange Offer) dated as of the date hereof in exchange for the Old Notes and will have the same principal amount of the Old Notes with terms identical to the Old Notes except that the Exchange Notes will not be subject to restrictions on transfer, registration rights or liquidated damages. The Old Notes are, and the Exchange Notes will be, governed by the indenture dated as of April 9, 2019 (the Indenture), by and among, inter alios, the Partnership, the Co-Issuer, the subsidiaries of the Partnership party thereto, the Corporation and U.S. Bank National Association, as trustee (the Trustee).

A.Jurisdiction

Our opinions below are expressed only with respect to the laws of the Province of Alberta (the Jurisdiction) and the laws of Canada applicable therein, and are expressed only as of the date hereof. Any reference to the laws of the Jurisdiction includes the laws of Canada that apply in the Jurisdiction.

B.Scope of Examination

For the purposes of providing the opinions expressed in this letter we have reviewed copies of the following documents:

1.an executed copy of the Indenture’ and

2.the registration statement on Form S-4, filed by, inter alios, the Issuers with the United States Securities and Exchange Commission on January 9, 2020 (the Registration Statement), relating to the Exchange Offer, including the prospectus constituting a portion thereof.

In addition we have made such investigations, examined such certificates of public authorities, corporate and partnership records and other documents certified or otherwise identified to our satisfaction, and have considered such questions of law, as we considered necessary and appropriate as a basis for providing the opinions expressed herein, including:

3.a certificate of an officer of the Corporation dated as of the date hereof (the Officer’s Certificate) attached hereto as Exhibit 1.

C.Qualifications, Assumptions, Reliances and Limitations

The opinions expressed herein are subject to the following qualifications, assumptions, reliances and limitations:

1.In respect of the opinion expressed in paragraph 1 below, we have relied exclusively on the certificate of status issued in respect of the Corporation pursuant to the Business Corporations Act (Alberta), attached as “Schedule A” to the Officer’s Certificate.

2.In reviewing the agreements, indentures, certificates, records and other documents and instruments in connection herewith we have assumed the legal capacity of all individuals signing or otherwise endorsing the same, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents submitted to us as copies.

3.We have assumed that all facts set forth in the Officer’s Certificate are true, complete and accurate.

4.We have assumed that the Indenture has not been amended or otherwise modified.

5.We have assumed that all facts set forth in the official public records, indices and filing systems and all certificates and documents supplied by public officials or otherwise conveyed to us by public officials are complete, true and accurate and continue to be complete, true and accurate as of the date of this opinion as if issued on this date.

D.Opinions

On the basis of the foregoing and subject to the qualifications and limitations expressed herein, we are of the opinion that:

1.The Corporation is a validly existing and subsisting unlimited liability corporation under the laws of the Province of Alberta.

2.The Corporation has the corporate power and authority under the laws of Alberta to execute and deliver, and to incur and perform all of its obligations, under the Indenture.

3.The Indenture has been duly authorized, executed and delivered by the Corporation.

E.Administrative Matters

This opinion letter is rendered as of the date first set forth above, and we express no opinion as to circumstances or events which may occur subsequent to such date. We disclaim any obligation to update this opinion letter after such date or to advise you of changes of facts stated or assumed herein or any subsequent changes in any law.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required by the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.

Yours very truly,

/s/ Norton Rose Fulbright Canada LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated May 30, 2019 (except for the effects of discontinued operations, as discussed in Note 17, as to which the date is November 22, 2019) with respect to the consolidated financial statements of NGL Energy Partners LP included in the Current Report on Form 8-K dated November 22, 2019. We have also issued our report dated May 30, 2019 with respect to the internal control over financial reporting of NGL Energy Partners LP included in the Annual Report on Form 10-K for the year ended March 31, 2019. Such reports are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement, and to the use of our name as it appears under the caption “Experts.”

/s/ GRANT THORNTON LLP

Tulsa, Oklahoma

January 9, 2020

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of NGL Energy Partners LP of our report dated August 30, 2019, except for the adjustments to comply with Regulation S-X discussed in Note 2 to the consolidated financial statements, as to which the date is October 23, 2019 relating to the financial statements of Hillstone Environmental Partners, LLC, which appears in NGL Energy Partners LP’s Current Report on Form 8-K/A dated November 18, 2019. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Denver, Colorado

January 9, 2020

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2) o

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Michael K. Herberger

U.S. Bank National Association

13737 Noel Road, Suite 800

Dallas, TX 75240

(972) 581-1612

(Name, address and telephone number of agent for service)

NGL Energy Partners LP

NGL Energy Finance Corp.

(Issuer with respect to the Securities)

Delaware Delaware	27-3427920 80-0956287
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6120 South Yale Avenue, Suite 805 Tulsa, OK	74136
(Address of Principal Executive Offices)	(Zip Code)

7.5% Senior Notes Due 2026

(Title of the Indenture Securities)

FORM T-1

Item 1.GENERAL INFORMATION.  Furnish the following information as to the Trustee.

a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b)Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.AFFILIATIONS WITH OBLIGOR.  If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.LIST OF EXHIBITS:  List below all exhibits filed as a part of this statement of eligibility and qualification.

1.A copy of the Articles of Association of the Trustee.*

2.A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3.A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4.A copy of the existing bylaws of the Trustee.**

5.A copy of each Indenture referred to in Item 4.  Not applicable.

6.The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7.Report of Condition of the Trustee as of September 30, 2019 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR,  Registration Number 333-199863 filed on November 5, 2014.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Dallas, State of Texas on the 30th of December, 2019.

By:	/s/ Michael K. Herberger
	Michael K. Herberger
	Vice President

3

Exhibit 2 4

Exhibit 3 5

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: December 30, 2019

By:	/s/ Michael K. Herberger
	Michael K. Herberger
	Vice President

6

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 9/30/2019

($000’s)

	9/30/2019
Assets
Cash and Balances Due From Depository Institutions	$	15,112,079
Securities	119,318,592
Federal Funds	3,649,142
Loans & Lease Financing Receivables	295,082,725
Fixed Assets	6,645,121
Intangible Assets	12,676,922
Other Assets	24,909,024
Total Assets	$	477,393,605
Liabilities
Deposits	$	372,420,581
Fed Funds	1,053,008
Treasury Demand Notes	0
Trading Liabilities	991,966
Other Borrowed Money	33,643,638
Acceptances	0
Subordinated Notes and Debentures	3,850,000
Other Liabilities	15,002,550
Total Liabilities	$	426,961,743
Equity
Common and Preferred Stock	18,200
Surplus	14,266,915
Undivided Profits	35,346,037
Minority Interest in Subsidiaries	800,710
Total Equity Capital	$	50,431,862
Total Liabilities and Equity Capital	$	477,393,605

7

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

to Tender

Outstanding Unregistered 7.5% Senior Notes due 2026

of

NGL ENERGY PARTNERS LP

NGL ENERGY FINANCE CORP.

Pursuant to the Exchange Offer and Prospectus dated         , 2020

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                                    , 2020 (THE “EXPIRATION DATE”), UNLESS THE EXCHANGE OFFER IS EXTENDED BY THE ISSUERS (AS DEFINED BELOW).

The Exchange Agent for the Exchange Offer is:

U.S. Bank National Association

By Registered or Certified Mail, Overnight Delivery or Hand Delivery:

U.S. Bank National Association
Corporate Trust Services
Attn: Specialized Finance Department
111 Fillmore Ave. E
St. Paul, Minnesota 55107

FACSIMILE TRANSMISSION: (651) 466-7372

CONFIRM BY TELEPHONE: (800) 934-6802

If you wish to exchange currently outstanding unregistered 7.5% Senior Notes due 2026 (“old notes”) for an equal aggregate principal amount at maturity of registered 7.5% Senior Notes due 2026 (“new notes”) pursuant to the exchange offer, you must validly tender (and not withdraw) old notes to the Exchange Agent prior to the Expiration Date.

The undersigned hereby acknowledges receipt of the prospectus, dated                , 2020 (the “Prospectus”), of NGL Energy Partners LP and NGL Energy Finance Corp. (collectively, the “Issuers”), and this letter of transmittal (the “Letter of Transmittal”), which together describe the Issuers’ offer (the “Exchange Offer”) to exchange the old notes for a like principal amount of the new notes that have been registered under the Securities Act of 1933, as amended (the “Securities Act”). Capitalized terms used but not defined herein have the respective meanings given to them in the Prospectus.

The Issuers reserve the right, at any time or from time to time, to extend the Exchange Offer at their discretion, in which event the term “Expiration Date” shall mean the latest date to which the Exchange Offer is extended. The Issuers shall notify the Exchange Agent and each registered holder of the old notes of any extension by oral or written notice prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

This Letter of Transmittal is to be used by holders of the old notes. Tender of old notes is to be made according to the Automated Tender Offer Program (“ATOP”), of the Depository Trust Company (“DTC”), pursuant to the procedures set forth in the Prospectus under the caption “Exchange Offer—Procedures for Tendering.” DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange.

Agent’s DTC account. DTC will then send a computer-generated message known as an “agent’s message” to the Exchange Agent for its acceptance. For you to validly tender your old notes in the Exchange Offer, the Exchange Agent must receive, prior to the Expiration Date, an agent’s message under the ATOP procedures that confirms that:

· DTC has received your instructions to tender your old notes; and

· you agree to be bound by the terms of this Letter of Transmittal.

BY USING THE ATOP PROCEDURES TO TENDER OLD NOTES, YOU WILL NOT BE REQUIRED TO DELIVER THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT. HOWEVER, YOU WILL BE BOUND BY ITS TERMS, AND YOU WILL BE DEEMED TO HAVE MADE THE ACKNOWLEDGEMENTS AND THE REPRESENTATIONS AND WARRANTIES IT CONTAINS, JUST AS IF YOU HAD SIGNED IT.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

(1)   By tendering old notes in the Exchange Offer, you acknowledge receipt of the Prospectus and this Letter of Transmittal.

(2)   By tendering old notes in the Exchange Offer, you represent and warrant that you have full authority to tender the old notes described above and will, upon request, execute and deliver any additional documents deemed by the Issuers to be necessary or desirable to complete the tender of old notes.

(3)   You understand that the tender of the old notes pursuant to all of the procedures set forth in the Prospectus will constitute an agreement between the undersigned and the Issuers as to the terms and conditions set forth in the Prospectus.

(4)   By tendering old notes in the Exchange Offer, you acknowledge that the Exchange Offer is being made in reliance upon interpretations contained in no-action letters issued to third parties by the staff of the Securities and Exchange Commission (the “SEC”), including Exxon Capital Holdings Corp., SEC No-Action Letter (available May 13, 1988), Morgan Stanley & Co., Inc., SEC No-Action Letter (available June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993), that the new notes issued in exchange for the old notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof without compliance with the registration and prospectus delivery provisions of the Securities Act (other than a broker-dealer who purchased old notes exchanged for such new notes directly from the Issuers to resell pursuant to Rule 144A or any other available exemption under the Securities Act, and any such holder that is an “affiliate” of the Issuers within the meaning of Rule 405 under the Securities Act), provided that such new notes are acquired in the ordinary course of such holders’ business and such holders are not participating in, and have no arrangement with any other person to participate in, the distribution of such new notes.

(5)   By tendering old notes in the Exchange Offer, you hereby represent and warrant that:

(a)   the new notes acquired pursuant to the Exchange Offer are being obtained in the ordinary course of your business, whether or not you are the holder;

(b)   neither you nor, to your knowledge, any other person has an arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of such new notes and you are not engaged and do not intend to engage in the distribution (within the meaning of the Securities Act) of such new notes;

(c)   you are not an “affiliate,” as such term is defined under Rule 405 promulgated under the Securities Act, of the Issuers; and

2

(d)   if you are a broker-dealer, you will receive the new notes for your own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities, and you acknowledge that you will deliver a prospectus (or, to the extent permitted by law, make available a prospectus) in connection with any resale of such new notes.

You may, if you are unable to make all of the representations and warranties contained in Item 5 above and as otherwise permitted in the Registration Rights Agreement (as defined below), elect to have your old notes registered in the shelf registration statement described in the registration rights agreement, dated as of April 9, 2019 (the “Registration Rights Agreement”), by and among the Issuers, the initial guarantors party thereto and RBC Capital Markets, LLC and Mizuho Securities USA LLC, as representative of the Initial Purchasers (as defined therein). Such election may be made by notifying the Issuers in writing at NGL Energy Partners LP 6120 South Yale Avenue, Suite 805, Tulsa, Oklahoma 74136, Attention: H. Michael Krimbill. By making such election, you agree, as a holder of old notes participating in a shelf registration, to indemnify and hold harmless the Issuers, the guarantors, and their respective directors, each of the officers of the Issuers and the guarantors who signs such shelf registration statement, and each person who controls the Issuers or any of the guarantors, within the meaning of either the Securities Act or the Securities Exchange Act of 1934, as amended, and the respective officers, directors, partners, employees, representatives and agents of each such person, from and against any and all losses, claims, damages or liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any shelf registration statement or prospectus, or in any supplement thereto or amendment thereof, or caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; but only with respect to information relating to the undersigned furnished in writing by or on behalf of the undersigned expressly for use in a shelf registration statement, a prospectus or any amendments or supplements thereto. Any such indemnification shall be governed by the terms and subject to the conditions set forth in the Registration Rights Agreement, including, without limitation, the provisions regarding notice, retention of counsel, contribution and payment of expenses set forth therein. The above summary of the indemnification provisions of the Registration Rights Agreement is not intended to be exhaustive and is qualified in its entirety by the Registration Rights Agreement.

(6)   If you are a broker-dealer that will receive new notes for your own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities, you acknowledge, by tendering old notes in the Exchange Offer, that you will deliver a prospectus in connection with any resale of such new notes; however, by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act.

(7)   If you are a broker-dealer and old notes held for your own account were not acquired as a result of market-making or other trading activities, such old notes cannot be exchanged pursuant to the Exchange Offer.

(8)   Any of your obligations hereunder shall be binding upon your successors, assigns, executors, administrators, trustees in bankruptcy and legal and personal representatives.

3

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1. Book-Entry Confirmations

Any confirmation of a book-entry transfer to the Exchange Agent’s account at DTC of old notes tendered by book-entry transfer (a “Book-Entry Confirmation”), as well as an agent’s message and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date.

2. Partial Tenders

Tenders of old notes will be accepted only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The entire principal amount of old notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise communicated to the Exchange Agent. If the entire principal amount of all old notes is not tendered, then old notes for the principal amount of old notes not tendered and new notes issued in exchange for any old notes accepted will be delivered to the holder via the facilities of DTC promptly after the old notes are accepted for exchange.

3. Validity of Tenders

All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered old notes will be determined by the Issuers, in their sole discretion, which determination will be final and binding. The Issuers reserve the absolute right to reject any or all tenders not in proper form or the acceptance for exchange of which may, in the opinion of counsel for the Issuers, be unlawful. The Issuers also reserve the absolute right to waive any of the conditions of the Exchange Offer or any defect or irregularity in the tender of any old notes. The Issuers’ interpretation of the terms and conditions of the Exchange Offer (including the instructions on this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as the Issuers shall determine. Although the Issuers intend to notify holders of defects or irregularities with respect to tenders of old notes, neither the Issuers, the Exchange Agent nor any other person shall be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give such notification. Tenders of old notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any old notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering holders, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date.

4. Requests for Assistance or Additional Copies

Requests for assistance or for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address or telephone number set forth on the cover page of this Letter of Transmittal. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

5. Withdrawal

Tenders may be withdrawn only pursuant to the limited withdrawal rights set forth in the Prospectus under the caption “Exchange Offer—Withdrawal of Tenders.”

6. No Guarantee of Late Delivery

There is no procedure for guarantee of late delivery in the Exchange Offer.