Exhibit 10.4





 


EXECUTION VERSION


 


Amendment
No. 1 to Term Credit Agreement


 


AMENDMENT
NO. 1 TO TERM CREDIT AGREEMENT, dated as of October 30, 2019 (this “Amendment”), to the
Term Credit Agreement dated as of July 2, 2019 (as amended, supplemented and modified from time to time, the “Credit
Agreement”) among NGL ENERGY PARTNERS LP, a Delaware limited partnership
(“Parent”), NGL ENERGY OPERATING LLC, a Delaware limited
liability company (“Borrower”), each subsidiary of Parent identified as a “Guarantor” under
the Credit Agreement (together with the Parent, each, a “Guarantor” and collectively, the “Guarantors”),
TORONTO DOMINION (TEXAS) LLC, as administrative agent for the Secured Parties (in such capacity, together with its successors in
such capacity, the “Administrative Agent”), THE TORONTO-DOMINION BANK, NEW YORK BRANCH as initial lender
(“TD Bank”), each of the financial institutions which is a signatory hereto or which may from time to
time become a party hereto (individually, a “Lender” and collectively with TD Bank, the “Lenders”),
and TD SECURITIES (USA) LLC, as lead arranger and bookrunner (“TD Securities” and together with the Administrative
Agent and the Lenders, the “Secured Parties”).


 


RECITALS


 


WHEREAS, the Borrower
has requested certain amendments to the Credit Agreement; and


 


WHEREAS, the Lenders
have agreed to amend the Credit Agreement solely upon the terms and conditions set forth herein;


 


NOW, THEREFORE, in
consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:


 


1.            Defined
Terms. Unless otherwise noted herein, terms defined in the Credit Agreement and used herein shall have the respective meanings
given to them in the Credit Agreement.


 


2.            Amendment
to Section 1.1 (Certain Defined Terms) of the Credit Agreement. The following capitalized terms defined in Section 1.1
of the Credit Agreement are hereby amended as follows:


 


(a)            the
defined term “Debt Incurrence Financial Ratio Requirements” is amended by deleting clause (a) in its entirety
which provides “(a) the Leverage Ratio of the Credit Parties shall not be greater than 4.0 to 1.0” and inserting
in lieu thereof the following:


 


“(a) the Total Leverage
Indebtedness Ratio of the Credit Parties shall not be greater than 4.75 to 1.00.”


 


(b)            the
defined term “Senior Secured Indebtedness” is amended by deleting the term in its entirety and inserting in lieu thereof,
the following:


 


“Senior Secured Indebtedness”
means, at any time, the sum of (i) Total Indebtedness and (ii) the outstanding amount of Working Capital Revolving Loans
(as defined in the Existing Credit Agreement) and Swingline Loans (as defined in the Existing Credit Agreement) owed to Working
Capital Revolving Lenders (as defined in the Existing Credit Agreement), in each case, that is not subordinated in right of payment
to the Secured Obligations and which is secured by a Lien on any assets or property of any Credit Party or any Subsidiary of any
Credit Party.”


 






    


     


    

 


3.            Amendment
to Article I (Definitions) of the Credit Agreement. Article I of the Credit Agreement is hereby amended by adding
the following new Section in its proper numeric order therein:


 


“Section 1.5     Divisions.
For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable
event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes
the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original
Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been
organized on the first date of its existence by the holders of its Equity Interests at such time.”


 


4.            Amendment
to Section 7.10(a) (Redemptions) of the Credit Agreement. Section 7.10(a) of the Credit Agreement is hereby
amended by deleting the phrase “[Reserved]” and inserting in lieu thereof, the following:


 


“Redeem (whether as a result
of mandatory or optional redemption obligations or rights), purchase, retire or otherwise acquire, directly or indirectly, any
of the Parent’s Equity Interests or any of its Equity Interests that are not owned by a Credit Party or any wholly-owned
Subsidiary thereof or any Equity Interest of the General Partner or set aside any amount for any such purpose as long as any principal
amount of Term Loans remain outstanding at any time during the term of this Agreement, except for the redemption, purchase, retirement,
or other acquisition by the Parent of Equity Interests in the Parent or Equity Interests in the General Partner (A) [reserved],
(B) with the net cash proceeds from a substantially concurrent issuance of new Equity Interests in the Parent or (C) made
in exchange for newly issued Equity Interests in the Parent (provided that the aggregate amount of redemptions, purchases, retirements
or other acquisitions of Equity Interests in the General Partner pursuant to the preceding clauses (B) and (C) shall
not exceed $200,000,000 in the aggregate during the period commencing on the Restatement Effective Date (as defined in the Existing
Credit Agreement) until the termination of this Agreement)”


 


5.            Amendment
to Section 7.10(b) (Dividends) of the Credit Agreement. Section 7.10(b) of the Credit Agreement is hereby
amended by deleting the phrase “the Leverage Ratio as of the last day of the fiscal quarter ending immediately prior to the
payment of such Cash Dividend to common unit holders (or if such Cash Dividend to common unit holders is to be paid on the last
day of a fiscal quarter, the last day of such fiscal quarter) is less than 4.25 to 1.00” where such phrase appears therein
and inserting in lieu thereof, the following:


 


“the
Total Leverage Indebtedness Ratio as of the last day of the fiscal quarter ending immediately prior to the payment of such Cash
Dividend to common unit holders (or if such Cash Dividend to common unit holders is to be paid on the last day of a fiscal quarter,
the last day of such fiscal quarter) is less than 5.00 to 1.00”


 


6.            Amendment
to Section 7.11(a) (Financial Covenant – Leverage Ratio) of the Credit Agreement. Section 7.11(a) of
the Credit Agreement is hereby amended by deleting such provision in its entirety and inserting in lieu thereof the following:


 


“(a)     [Reserved].”


 






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7.            Amendment
to Section 7.11(b) (Financial Covenant – Senior Secured Leverage Ratio) of the Credit Agreement. Section 7.11(b) of
the Credit Agreement is hereby amended by (i) deleting the phrase “3.25 to 1.00” as it appears immediately after
the phrase “to be greater than” at the end of such section and inserting in lieu thereof the following “the ratio
set forth in the table below under the heading “Maximum Senior Secured Leverage Ratio” opposite the last day
of such fiscal quarter:”, and (ii) inserting the following table that appears at the end of such section listing the
Maximum Senior Secured Leverage Ratio for the end of specific fiscal quarters:


 


	Fiscal Quarter Ending	Maximum Senior Secured

Leverage Ratio
	9/30/2019	3.25 to 1.0
	12/31/2019 and the last day of each fiscal quarter thereafter	3.50 to 1.0


 


8.            Amendment
to Section 7.11(c) (Financial Covenant – Interest Coverage Ratio) of the Credit Agreement. Section 7.11(c) of
the Credit Agreement is hereby amended by (i) deleting the phrase “2.75 to 1.00” as it appears immediately after
the phrase “to be less than” at the end of such section and inserting in lieu thereof the following “the ratio
set forth in the table below under the heading “Minimum Interest Coverage Ratio” opposite the last day of such
fiscal quarter:”, and (ii) inserting the following table that appears at the end of such section listing the Minimum
Interest Coverage Ratio for the end of specific fiscal quarters:


 


	Fiscal Quarter Ending	Minimum Interest Coverage Ratio
	9/30/2019	2.75 to 1.0
	12/31/2019 and the last day of each fiscal quarter thereafter	2.50 to 1.0


 


9.            Amendment
to Section 7.11(d) (Financial Covenant – Total Leverage Indebtedness Ratio) of the Credit Agreement. Section 7.11(d) of
the Credit Agreement is hereby amended by (i) deleting the phrase “Maximum Total Indebtedness Leverage Ratio”
as it appears immediately after the phrase “to be greater than the ratio set forth opposite such fiscal quarter end date
in the table below under the heading” at the end of such section and inserting in lieu thereof the following “Maximum
Total Leverage Indebtedness Ratio”, and (ii) deleting the table that appears at the end of such section listing the
Maximum Total Leverage Indebtedness Ratio for the end of specific fiscal quarters and inserting in lieu thereof, the following:


 


	Fiscal Quarter Ending	Maximum Total Leverage

Indebtedness Ratio
	9/30/2019	6.25 to 1.0
	12/31/2019	5.75 to 1.0
	3/31/2020	5.75 to 1.0
	6/30/2020 and the last day of each fiscal quarter thereafter	5.50 to 1.0


 






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10.            Amendment
to Exhibit D (Compliance Certificate) to the Credit Agreement. Exhibit D to the Credit Agreement is hereby amended
by deleting clause (e) of such Exhibit in its entirety and inserting in lieu thereof the following:


 


“(e)     Provided
in Annex C to this Certificate are the financial data and computations of the Leverage Ratio, all of which data and computations
are true, correct and complete; provided that such financial data and computations shall evidence the Leverage Ratio was not greater
than 4.50 to 1.00 as of September 30, 2019 consistent with the financial covenant set forth in Section 7.11(a) as
in effect on September 30, 2019.”


 


11.            Representations
and Warranties; No Default. To induce the Lenders to enter into this Amendment, each Credit Party that is a party hereto (by
delivery of its respective counterpart to this Amendment) hereby (i) represents and warrants to the Administrative Agent and
the Lenders that after giving effect to this Amendment, its representations and warranties contained in the Credit Agreement and
other Loan Documents are true and correct in all material respects on and as of the date hereof with the same effect as though
made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date
(in which case such representations and warranties were true and correct in all material respects as of such earlier date); (ii) represents
and warrants to the Administrative Agent and the Lenders that it (x) has the requisite power and authority to make, deliver
and perform this Amendment; (y) has taken all necessary corporate, limited liability company, limited partnership or other
action to authorize its execution, delivery and performance of this Amendment, and (z) has duly executed and delivered this
Amendment and (iii) certifies that no Default or Event of Default has occurred and is continuing under the Credit Agreement
(after giving effect to this Amendment) or will result from the making of this Amendment.


 


12.            Effectiveness
of Amendments. This Amendment shall become effective upon the first date on which each of the following conditions has been
satisfied:


 


(a)            Amendment
Documents. The Administrative Agent shall have received this Amendment, duly executed and delivered by (i) each of the
Credit Parties and (ii) the Lenders constituting the Required Lenders.


 


(b)            Existing
Credit Agreement Amendment Documents. The Administrative Agent shall have received a written confirmation (or other form of
authenticated notice) from the Borrower or the Parent that an amendment no. 9 to the Existing Credit Agreement has been duly executed
and delivered by each of the parties thereto required for such amendment’s effectiveness.


 


(c)            Proceedings
and Documents. All corporate and other proceedings pertaining directly to this Amendment and all documents, instruments directly
incident to this Amendment shall be satisfactory to the required Lenders and their respective counsel and the Administrative Agent
shall have received all such counterpart originals or certified or other copies of such documents as the Administrative Agent may
reasonably request.


 


13.            Limited
Effect. Except as expressly provided hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents
are and shall remain in full force and effect. The amendments contained herein shall not be construed as a waiver or amendment
of any other provision of the Credit Agreement or the other Loan Documents or for any purpose, except as expressly set forth herein,
or a consent to any further or future action on the part of any Credit Party that would require the waiver or consent of the Lenders.
Upon the execution of this Agreement by each of the parties hereto, each reference in the Credit Agreement to “this Agreement,”
 “hereunder,” “hereof” or words of like import referring to the Credit Agreement and each reference in the
other Loan Documents to “the Credit Agreement,” “thereunder,” “thereof” or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby. This Amendment shall
constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.


 






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14.            GOVERNING
LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE SUBSTANTIVE LAW OF THE STATE OF NEW YORK.


 


15.            Counterparts.
This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement,
and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart hereof
by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof.


 


16.            Headings.
Section or other headings contained in this Amendment are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Amendment.


 


17.            Guarantor
Acknowledgement. Each Guarantor party hereto hereby (i) consents to the modifications to the Credit Agreement contemplated
by this Amendment and (ii) acknowledges and agrees that its guaranty pursuant to Section 10.18 of the Credit Agreement
is, and shall remain, in full force and effect after giving effect to the Amendment.


 


[Signature Pages Follow]


 






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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.


 


	 	BORROWERS’
    AGENT AND BORROWER:
	 	 	 
	 	NGL ENERGY OPERATING LLC,
	 	a Delaware limited liability company
	 	 	 
	 	 	 
	 	By:	/s/ Robert
    “Trey” Karlovich III
	 	 	Name: Robert “Trey”
    Karlovich III
	 	 	Title: Chief Financial
    Officer and Executive Vice President
	 	 	 
	 	 	 
	 	PARENT:
	 	 	 
	 	NGL ENERGY PARTNERS LP,
	 	 	 
	 	a Delaware limited partnership, in its capacity as Parent and as Guarantor
	 	By: NGL Energy Holdings, LLC, its general partner
	 	 	 
	 	 	 
	 	By:	/s/ Robert “Trey”
    Karlovich III
	 	 	Name: Robert “Trey”
    Karlovich III
	 	 	Title: Chief Financial
    Officer and Executive Vice President



 


Signature Page to Amendment No. 1 to Credit Agreement


 






    


     


    

 


	 	GUARANTORS:
	 	 	 
	 	ANTICLINE DISPOSAL, LLC
	 	CENTENNIAL ENERGY, LLC
	 	CENTENNIAL GAS LIQUIDS ULC
	 	CHOYA OPERATING, LLC
	 	GRAND MESA PIPELINE, LLC
	 	NGL CRUDE CUSHING, LLC
	 	NGL CRUDE LOGISTICS, LLC
	 	NGL CRUDE TERMINALS, LLC
	 	NGL CRUDE TRANSPORTATION, LLC
	 	NGL ENERGY EQUIPMENT, LLC
	 	NGL ENERGY FINANCE CORP.
	 	NGL ENERGY HOLDINGS II, LLC
	 	NGL ENERGY LOGISTICS, LLC
	 	NGL ENERGY OPERATING LLC
	 	NGL ENERGY PARTNERS LP
	 	NGL LIQUIDS, LLC
	 	NGL MARINE, LLC
	 	NGL MILAN INVESTMENTS, LLC
	 	NGL SOUTH RANCH, INC.
	 	NGL SUPPLY TERMINAL COMPANY, LLC
	 	NGL SUPPLY WHOLESALE, LLC
	 	NGL WATER PIPELINES, LLC
	 	NGL WATER SOLUTIONS, LLC
	 	NGL WATER SOLUTIONS DJ, LLC
	 	NGL WATER SOLUTIONS EAGLE FORD, LLC
	 	NGL WATER SOLUTIONS - ORLA SWD, LLC
	 	NGL WATER SOLUTIONS PERMIAN, LLC
	 	TRANSMONTAIGNE LLC
	 	TRANSMONTAIGNE SERVICES LLC
	 	 	 
	 	 	 
	 	By:	/s/ Robert “Trey”
    Karlovich III
	 	 	Name: Robert “Trey”
    Karlovich III
	 	 	Title: Chief Financial
    Officer and Executive Vice President



 


Signature Page to Amendment No. 1 to Credit Agreement


 






    


     


    

 


	 	SECURED
    PARTIES:
	 	 	 
	 	THE TORONTO-DOMINION BANK, NEW YORK BRANCH
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Wallace Wong
	 	 	Name: Wallace Wong
	 	 	Title: Authorized Signatory
	 	 	 
	 	 	 
	 	TORONTO DOMINION (TEXAS) LLC,
	 	as Administrative Agent
	 	 	 
	 	 	 
	 	By:	/s/ Wallace Wong
	 	 	Name: Wallace Wong
	 	 	Title: Authorized Signatory
	 	 	 
	 	 	 
	 	TD SECURITIES (USA) LLC,
	 	as lead arranger and bookrunner
	 	 	 
	 	 	 
	 	By:	/s/ Marin L. Gagliardi
	 	 	Name: Marin L. Gagliardi
	 	 	Title: Managing Director




 


Signature Page to Amendment No. 1 to Credit Agreement