NGL Energy Partners (NGL) 10-Q 2020 Q3 Quarterly report

Exhibit 4.6

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 “OriginalIndenture”), 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.

(Signature Pages Follow)

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

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 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