Exhibit 4.28

 

SECOND SUPPLEMENTAL INDENTURE

 

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.

 

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 WATER SOLUTIONS   MID-CONTINENT, LLC
    
	
 
    	
NGL MILAN INVESTMENTS,   LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Atanas H. Atanasov
    
	
 
    	
 
    	
Name: Atanas H.   Atanasov
    
	
 
    	
 
    	
Title:
    	
Executive Vice   President, 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:
    	
Executive Vice   President, 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 Second Supplemental Indenture)

 











 

	
 
    	
EXISTING GUARANTORS:
    
	
 
    	
 
    
	
 
    	
NGL ENERGY OPERATING   LLC
    
	
 
    	
NGL LIQUIDS, LLC
    
	
 
    	
HICKSGAS, LLC
    
	
 
    	
NGL PROPANE, LLC
    
	
 
    	
NGL SUPPLY TERMINAL   COMPANY, LLC
    
	
 
    	
NGL SUPPLY WHOLESALE,   LLC
    
	
 
    	
OSTERMAN PROPANE, LLC
    
	
 
    	
NGL-NE REAL ESTATE, LLC
    
	
 
    	
NGL-MA   REAL ESTATE, LLC
    
	
 
    	
NGL-MA,   LLC
    
	
 
    	
NGL CRUDE LOGISTICS,   LLC
    
	
 
    	
NGL ENERGY HOLDINGS II,   LLC
    
	
 
    	
NGL ENERGY LOGISTICS,   LLC
    
	
 
    	
NGL CRUDE TERMINALS,   LLC
    
	
 
    	
NGL CRUDE CUSHING, LLC
    
	
 
    	
NGL CRUDE PIPELINES,   LLC
    
	
 
    	
NGL SHIPPING AND   TRADING, LLC
    
	
 
    	
ANTICLINE DISPOSAL, LLC
    
	
 
    	
CENTENNIAL ENERGY, LLC
    
	
 
    	
CENTENNIAL GAS LIQUIDS   ULC
    
	
 
    	
HIGH SIERRA CRUDE   OIL & MARKETING, LLC
    
	
 
    	
NGL WATER SOLUTIONS DJ,   LLC
    
	
 
    	
ANDREWS OIL   BUYERS, INC.
    
	
 
    	
NGL MARINE, LLC
    
	
 
    	
NGL WATER SOLUTIONS EAGLE FORD, LLC
    
	
 
    	
NGL WATER SOLUTIONS,   LLC
    
	
 
    	
NGL CRUDE CANADA   HOLDINGS, LLC
    
	
 
    	
NGL WATER SOLUTIONS PERMIAN,   LLC
    
	
 
    	
NGL CRUDE   TRANSPORTATION, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Atanas H. Atanasov
    
	
 
    	
 
    	
Name: Atanas H.   Atanasov
    
	
 
    	
 
    	
Title:
    	
Executive Vice   President, Chief Financial Officer and Treasurer
    


 

(Signature Page to Second Supplemental Indenture)

 











 

	
 
    	
TRANSMONTAIGNE INC.
    
	
 
    	
TRANSMONTAIGNE PRODUCT   SERVICES INC.
    
	
 
    	
TRANSMONTAIGNE SERVICES   INC.
    
	
 
    	
TRANSMONTAIGNE GP, LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Atanas H. Atanasov
    
	
 
    	
Name: Atanas H.   Atanasov
    
	
 
    	
Title: Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
HIGH SIERRA ENERGY   OPERATING, 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
    


 

(Signature Page to Second Supplemental Indenture)

 











 

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


 

(Signature Page to Second Supplemental Indenture)