FIRST SUPPLEMENTAL INDENTURE
Exhibit 4.19
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of December 2, 2013, among Gavilon, LLC, Gavilon Energy Holdings I, LLC, Gavilon Energy Holdings II, LLC, Gavilon Energy Holdings III, LLC, Gavilon Energy Holdings IV, LLC, Gavilon Energy Logistics, LLC, Gavilon Energy Transportation Holdco, LLC, Gavilon Energy Transport Services, LLC, Gavilon Midstream Energy, LLC, Gavilon Oil Tanks and Terminals, LLC, Gavilon Pipeline and Storage, LLC and Gavilon Shipping and Trading, LLC (collectively, the Guaranteeing Subsidiaries), each a subsidiary (or a permitted successor thereof) of NGL Energy Partners LP (NGL LP), a Delaware limited partnership, NGL LP, NGL Energy Finance Corp. (Finance Corp., and, together with NGL LP, the Issuers), 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 have heretofore executed and delivered to the Trustee an indenture (the Indenture), dated as of October 16, 2013 providing for the issuance of 6.875% Senior Notes due 2021 (the Notes);
WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each 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 of 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
| GUARANTEEING SUBSIDIARIES: | |
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| GAVILON, LLC | |
| GAVILON ENERGY HOLDINGS I, LLC | |
| GAVILON ENERGY HOLDINGS II, LLC | |
| GAVILON ENERGY HOLDINGS III, LLC | |
| GAVILON ENERGY HOLDINGS IV, LLC | |
| GAVILON ENERGY LOGISTICS, LLC | |
| GAVILON ENERGY TRANSPORTATION HOLDCO, LLC | |
| GAVILON ENERGY TRANSPORT SERVICES, LLC | |
| GAVILON MIDSTREAM ENERGY, LLC | |
| GAVILON OIL TANKS AND TERMINALS, LLC | |
| GAVILON PIPELINE AND STORAGE, LLC | |
| GAVILON SHIPPING AND TRADING, LLC | |
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| By: | /s/ Atanas H. Atanasov |
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| Name: Atanas H. Atanasov |
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| Title: 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/ Atanas H. Atanasov |
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| Name: Atanas H. Atanasov |
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| Title: Chief Financial Officer and Treasurer |
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| NGL ENERGY FINANCE CORP. | |
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| By: | /s/ Atanas H. Atanasov |
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| Name: Atanas H. Atanasov |
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| Title: Senior Vice President, Chief Financial Officer and Secretary |
[Signature Page to First Supplemental Indenture]
| EXISTING GUARANTORS: | |
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| NGL ENERGY OPERATING LLC | |
| NGL SUPPLY, LLC | |
| HICKSGAS, LLC | |
| NGL SUPPLY RETAIL, LLC | |
| NGL SUPPLY WHOLESALE, LLC | |
| NGL SUPPLY TERMINAL COMPANY, LLC | |
| OSTERMAN PROPANE, LLC | |
| NGL-NE REAL ESTATE, LLC | |
| NGL-MA REAL ESTATE, LLC | |
| NGL-MA, LLC | |
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| By: | /s/ Atanas H. Atanasov |
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| Name: Atanas H. Atanasov |
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| Title: Chief Financial Officer and Treasurer |
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| COASTAL PLAINS DISPOSAL #1, L.L.C. | |
| GREENSBURG OILFIELD, LLC | |
| ANTICLINE DISPOSAL, LLC | |
| HIGH SIERRA ENERGY MARKETING, LLC | |
| CENTENNIAL ENERGY, LLC | |
| CENTENNIAL GAS LIQUIDS ULC | |
| HIGH SIERRA TRANSPORTATION, LLC | |
| HIGH SIERRA CRUDE OIL & MARKETING, LLC | |
| HIGH SIERRA WATER SERVICES, LLC | |
| ANDREWS OIL BUYERS, INC. | |
| THIRD COAST TOWING, LLC | |
| HIGH SIERRA WATER-EAGLE FORD, LLC | |
| PETRO SOURCE TERMINALS, LLC | |
| PECOS GATHERING & MARKETING, L.L.C. | |
| BLACK HAWK GATHERING, L.L.C. | |
| MIDSTREAM OPERATIONS, LLC | |
| HIGH SIERRA SERTCO, LLC | |
| HIGH SIERRA ENERGY OPERATING, LLC | |
| HIGH SIERRA COMPRESSION, LLC | |
| HIGH SIERRA WATER HOLDINGS, LLC | |
| HIGH SIERRA KARNES SWD, LLC | |
| HIGH SIERRA NIXON SWD, LLC | |
| HIGH SIERRA PEARSALL SWD, LLC | |
| HIGH SIERRA CANADA HOLDINGS, LLC | |
| HIGH SIERRA COTULLA SWD, LLC | |
| HIGH SIERRA SWD OPERATOR, LLC | |
| HIGH SIERRA SWD SHARED SERVICES, LLC | |
| HIGH SIERRA WATER PERMIAN, LLC |
[Signature Page to First Supplemental Indenture]
| LOTUS OILFIELD SERVICES, L.L.C. | |
| CC MARINE, LLC | |
| CIERRA MARINE GP, LLC | |
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| By: | /s/ Atanas H. Atanasov |
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| Name: Atanas H. Atanasov |
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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/ Atanas H. Atanasov |
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| Name: Atanas H. Atanasov |
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| Title: Chief Financial Officer |
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| CIERRA MARINE, L.P. | |
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| By: | Cierra Marine GP, LLC, |
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| its general partner |
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| By: | /s/ Atanas H. Atanasov |
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| Name: Atanas H. Atanasov |
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| Title: Chief Financial Officer |
[Signature Page to First Supplemental Indenture]
| TRUSTEE: | |
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| U.S. BANK NATIONAL ASSOCIATION, as Trustee | |
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| By: | /s/ Israel Lugo |
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| Name: Israel Lugo |
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| Title: Vice President |
[Signature Page to First Supplemental Indenture]