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:
    
	
 
    	
 
    
	
 
    	
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
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Atanas H. Atanasov
    
	
 
    	
 
    	
Name:   Atanas H. Atanasov
    
	
 
    	
 
    	
Title:   Chief Financial Officer and Treasurer
    
	
 
    	
 
    
	
 
    	
ISSUERS:
    
	
 
    	
 
    
	
 
    	
NGL   ENERGY PARTNERS LP
    
	
 
    	
 
    
	
 
    	
By:
    	
NGL   Energy Holdings, LLC,
    
	
 
    	
 
    	
its   general partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Atanas H. Atanasov
    
	
 
    	
 
    	
Name:   Atanas H. Atanasov
    
	
 
    	
 
    	
Title:   Chief Financial Officer and Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
NGL   ENERGY FINANCE CORP.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Atanas H. Atanasov
    
	
 
    	
 
    	
Name:   Atanas H. Atanasov
    
	
 
    	
 
    	
Title: Senior Vice   President, Chief Financial Officer and Secretary
    


 

[Signature Page to First Supplemental Indenture]

 











 

	
 
    	
EXISTING   GUARANTORS:
    
	
 
    	
 
    
	
 
    	
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
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Atanas H. Atanasov
    
	
 
    	
 
    	
Name:   Atanas H. Atanasov
    
	
 
    	
 
    	
Title:   Chief Financial Officer and Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
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
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Atanas H. Atanasov
    
	
 
    	
 
    	
Name:   Atanas H. Atanasov
    
	
 
    	
 
    	
Title:   Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
HIGH   SIERRA ENERGY LP
    
	
 
    	
 
    
	
 
    	
By:
    	
High   Sierra Energy GP, LLC,
    
	
 
    	
 
    	
its   general partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Atanas H. Atanasov
    
	
 
    	
 
    	
Name:   Atanas H. Atanasov
    
	
 
    	
 
    	
Title:   Chief Financial Officer
    
	
 
    	
 
    
	
 
    	
CIERRA   MARINE, L.P.
    
	
 
    	
 
    
	
 
    	
By:   
    	
Cierra   Marine GP, LLC,
    
	
 
    	
 
    	
its   general partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Atanas H. Atanasov
    
	
 
    	
 
    	
Name:   Atanas H. Atanasov
    
	
 
    	
 
    	
Title:   Chief Financial Officer
    


 

[Signature Page to First Supplemental Indenture]

 











 

	
 
    	
TRUSTEE:
    
	
 
    	
 
    
	
 
    	
U.S.   BANK NATIONAL ASSOCIATION, as Trustee
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Israel Lugo
    
	
 
    	
 
    	
Name:   Israel Lugo
    
	
 
    	
 
    	
Title:   Vice President
    


 

[Signature Page to First Supplemental Indenture]