Document

Exhibit 4.40


FIFTH SUPPLEMENTAL INDENTURE
FIFTH SUPPLEMENTAL INDENTURE, dated as of March 25, 2022 (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 Trust Company, National Association, as successor 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 U.S. Bank National Association, as trustee (the “Predecessor Trustee”) under the indenture, dated as of April 9, 2019 (the “Original Indenture”), providing for the issuance by the Issuers of 7.5% Senior Notes due 2026 (the “Notes”);


WHEREAS, the Issuers and certain Subsidiaries of the Company have heretofore executed and delivered to the Predecessor 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 Issuers and certain Subsidiaries of the Company have heretofore executed and delivered to the Predecessor Trustee the Second Supplemental Indenture, dated as of December 27, 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 Predecessor Trustee the Third Supplemental Indenture, dated as of June 30, 2020 (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 Predecessor Trustee the Fourth Supplemental Indenture, dated as of February 18, 2021 (the “Fourth Supplemental Indenture”), pursuant to which a Subsidiary of the Company became a Guarantor;


WHEREAS, the Original Indenture as amended and supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture is referred to herein as the “Indenture”;


WHEREAS, the Indenture provides that under certain circumstances, each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and


WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.


NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:


1.CAPITALIZED TERMS.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


2.AGREEMENT TO GUARANTEE.  Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.


3.EXECUTION AND DELIVERY.  Each Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.









4.NO RECOURSE AGAINST OTHERS.  No past, present or future director, officer, partner, employee, incorporator, organizer, manager, unitholder or other owner of Capital Stock (as defined in the Indenture) of a Guaranteeing Subsidiary or agent thereof, as such, shall have any liability for any obligations of the Issuers, the Guarantors, or such Guaranteeing Subsidiary or any other Subsidiary of an Issuer providing a Note Guarantee under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of the Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.


5.NEW YORK LAW TO GOVERN.  THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.


6.COUNTERPARTS.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of signed copies of this Supplemental Indenture by facsimile transmission or emailed portable document format (pdf) shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and such copies may be used in lieu of the original Supplemental Indenture for all purposes.  Signatures of the parties hereto transmitted by facsimile or portable document format (pdf) shall be deemed to be their original signatures for all purposes other than authentication of Notes by the Trustee.


7.EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.


8.THE TRUSTEE.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Issuers.


(Signature Pages Follow)


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:


NGL SHARED SERVICES HOLDINGS, INC.




By:    /s/ Linda J. Bridges
Name:    Linda J. Bridges
Title:    Executive Vice President and Chief Financial Officer




NGL SHARED SERVICES, LLC




By:    /s/ Linda J. Bridges
Name:    Linda J. Bridges
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/ Linda J. Bridges
Name:    Linda J. Bridges
Title:    Executive Vice President and Chief Financial Officer




NGL ENERGY FINANCE CORP.




By:    /s/ Linda J. Bridges
Name:    Linda J. Bridges
Title:    Executive Vice President and Chief Financial Officer
(Signature Page to Fifth Supplemental Indenture)








EXISTING GUARANTORS:


ANTICLINE DISPOSAL, LLC
AWR DISPOSAL, LLC
CENTENNIAL ENERGY, LLC
CENTENNIAL GAS LIQUIDS ULC
CHOYA OPERATING, LLC
DISPOSALS OPERATING, LLC
GGCOF HEP BLOCKER II, LLC
GGCOF HEP BLOCKER, LLC
GRAND MESA PIPELINE, LLC
GSR NORTHEAST TERMINALS LLC
HEP OPERATIONS, LLC
HILLSTONE ENVIRONMENTAL PARTNERS, LLC
LOVING FORTRESS, 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 GP 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 RECYCLING SERVICES, 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
NGL WATER SOLUTIONS PRODUCT SERVICES, LLC




By:    /s/ Linda J. Bridges
Name:    Linda J. Bridges
Title:    Executive Vice President and Chief Financial Officer
(Signature Page to Fifth Supplemental Indenture)








TRUSTEE:


U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee




By:    /s/ Michael K. Herberger
Name:    Michael K. Herberger
Title:    Vice President


(Signature Page to Fifth Supplemental Indenture)






Exhibit A



						
	Guaranteeing Subsidiary

	Name	Jurisdiction and Form of Organization
	NGL Shared Services Holdings, Inc.	Delaware corporation
	NGL Shared Services, LLC	Delaware limited liability company


Exhibit A - Page 1