SECOND SUPPLEMENTAL INDENTURE
Exhibit 4.28
SECOND SUPPLEMENTAL INDENTURE, dated as of December 1, 2014 (this “Supplemental Indenture”), among NGL Energy Partners LP, a Delaware limited partnership (“NGL LP”), NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.,” and, together with NGL LP, the “Issuers”) and NGL Milan Investments, LLC, a Colorado limited liability company, and NGL Water Solutions Mid-Continent, LLC, a Colorado limited liability company, each a subsidiary of NGL LP (together, the “Guaranteeing Subsidiaries” and each, a “Guaranteeing Subsidiary”), the other Guarantors (as defined in the Indenture referred to herein), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuers and certain subsidiaries of NGL LP have heretofore executed and delivered to the Trustee an indenture, dated as of July 9, 2014 (the “Original Indenture”), providing for the issuance by the Issuers of 5.125% Senior Notes due 2019 (the “Notes”);
WHEREAS, the Issuers and certain subsidiaries of NGL LP have heretofore executed and delivered to the Trustee the First Supplemental Indenture, dated as of July 31, 2014 (the “First Supplemental Indenture”), pursuant to which certain subsidiaries of NGL LP became Guarantors;
WHEREAS, the Original Indenture as amended and supplemented by the First Supplemental Indenture, is referred to herein as the “Indenture”;
WHEREAS, the Indenture provides that under certain circumstances, a Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee.
4. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, partner, employee, incorporator, organizer, manager, unitholder or other owner of Capital Stock (as defined in the Indenture) of any Guaranteeing Subsidiary or agent thereof, as such, shall have any liability for any obligations of the Issuers, the Guarantors, or any Guaranteeing Subsidiary or any other Subsidiary of an Issuer providing a Note Guarantee under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
5. NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Issuers.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
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GUARANTEEING SUBSIDIARIES: | ||
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NGL WATER SOLUTIONS MID-CONTINENT, LLC | ||
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NGL MILAN INVESTMENTS, LLC | ||
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By: |
/s/ Xxxxxx X. Xxxxxxxx | |
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Name: Xxxxxx X. Xxxxxxxx | |
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Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
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ISSUERS: | ||
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NGL ENERGY PARTNERS LP | ||
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By: |
NGL Energy Holdings, LLC, | |
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its general partner | |
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By: |
/s/ Xxxxxx X. Xxxxxxxx | |
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Name: Xxxxxx X. Xxxxxxxx | |
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Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
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NGL ENERGY FINANCE CORP. | ||
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By: |
/s/ Xxxxxx X. Xxxxxxxx | |
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Name: Xxxxxx X. Xxxxxxxx | |
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Title: |
Senior Vice President, Chief Financial Officer and Secretary |
(Signature Page to Second Supplemental Indenture)
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EXISTING GUARANTORS: | ||
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NGL ENERGY OPERATING LLC | ||
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NGL LIQUIDS, LLC | ||
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HICKSGAS, LLC | ||
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NGL PROPANE, LLC | ||
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NGL SUPPLY TERMINAL COMPANY, LLC | ||
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NGL SUPPLY WHOLESALE, LLC | ||
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XXXXXXXX PROPANE, LLC | ||
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NGL-NE REAL ESTATE, LLC | ||
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NGL-MA REAL ESTATE, LLC | ||
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NGL-MA, LLC | ||
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NGL CRUDE LOGISTICS, LLC | ||
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NGL ENERGY HOLDINGS II, LLC | ||
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NGL ENERGY LOGISTICS, LLC | ||
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NGL CRUDE XXXXXXX, LLC | ||
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NGL CRUDE PIPELINES, LLC | ||
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NGL SHIPPING AND TRADING, LLC | ||
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ANTICLINE DISPOSAL, LLC | ||
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CENTENNIAL ENERGY, LLC | ||
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CENTENNIAL GAS LIQUIDS ULC | ||
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HIGH SIERRA CRUDE OIL & MARKETING, LLC | ||
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NGL WATER SOLUTIONS DJ, LLC | ||
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XXXXXXX OIL BUYERS, INC. | ||
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NGL MARINE, LLC | ||
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NGL WATER SOLUTIONS EAGLE FORD, LLC | ||
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NGL WATER SOLUTIONS, LLC | ||
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NGL CRUDE CANADA HOLDINGS, LLC | ||
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NGL WATER SOLUTIONS PERMIAN, LLC | ||
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NGL CRUDE TRANSPORTATION, LLC | ||
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By: |
/s/ Xxxxxx X. Xxxxxxxx | |
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Name: Xxxxxx X. Xxxxxxxx | |
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Title: |
Executive Vice President, Chief Financial Officer and Treasurer |
(Signature Page to Second Supplemental Indenture)
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TRANSMONTAIGNE INC. | |
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TRANSMONTAIGNE PRODUCT SERVICES INC. | |
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TRANSMONTAIGNE SERVICES INC. | |
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TRANSMONTAIGNE GP, LLC | |
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By: |
/s/ Xxxxxx X. Xxxxxxxx |
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Name: Xxxxxx X. Xxxxxxxx | |
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Title: Vice President | |
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HIGH SIERRA ENERGY OPERATING, LLC | |
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By: |
/s/ Xxxxxx X. Xxxxxxxx |
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Name: Xxxxxx X. Xxxxxxxx |
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Title: Chief Financial Officer |
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HIGH SIERRA ENERGY LP | |
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By: |
High Sierra Energy GP, LLC, |
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its general partner |
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By: |
/s/ Xxxxxx X. Xxxxxxxx |
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Name: Xxxxxx X. Xxxxxxxx |
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Title: Chief Financial Officer |
(Signature Page to Second Supplemental Indenture)
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TRUSTEE: | |
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U.S. BANK NATIONAL ASSOCIATION, as Trustee | |
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By: |
/s/ Xxxxxx Xxxx |
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Name: Xxxxxx Xxxx |
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Title: Vice President |
(Signature Page to Second Supplemental Indenture)
