Exhibit 10.3


 


EXECUTION VERSION




 


Amendment
No. 9 to Credit Agreement


 


AMENDMENT
NO. 9 TO CREDIT AGREEMENT, dated as of October 30, 2019 (this “Amendment”), to the Amended
and Restated Credit Agreement dated as of February 14, 2017 (as amended by Amendment No. 1 to Credit Agreement dated
as of March 31, 2017, Amendment No. 2 to Credit Agreement dated June 2, 2017, Amendment No. 3 to Credit Agreement
dated February 5, 2018, Amendment No. 4 to Credit Agreement dated March 6, 2018, Amendment No. 5 to Credit
Agreement dated May 24, 2018, Amendment No. 6 to Credit Agreement dated as of July 5, 2018, Amendment No. 7
to Credit Agreement dated as of February 6, 2019, Amendment No. 8 to Credit Agreement dated as of June 26, 2019,
and as otherwise 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 (“Borrowers’
Agent”), each subsidiary of the Parent identified as a “Borrower” under the Credit Agreement (together
with the Borrowers’ Agent, each, a “Borrower” and collectively, the “Borrowers”),
each subsidiary of Parent identified as a “Guarantor” under the Credit Agreement (together with the Parent, each, a
 “Guarantor” and collectively, the “Guarantors”) Deutsche
Bank AG, New York Branch, as technical agent (in such capacity, together with its successors in such capacity, the “Technical
Agent”) and Deutsche Bank Trust Company Americas (“DBTCA”),
as administrative agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Administrative
Agent”) and as collateral agent for the Secured Parties (as defined below) (in such capacity, together with its successors
in such capacity, the “Collateral Agent”) and each financial institution identified as a “Lender”
or an “Issuing Bank” under the Credit Agreement (each, a “Lender” and together with the Technical
Agent, the Administrative Agent and the Collateral Agent, the “Secured Parties”).


 


RECITALS


 


WHEREAS, the Borrowers
have 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 “Reallocation Request” is amended by adding the following at the end of such defined term immediately
following the phrase, “and specify the Reallocation Period”:


 


“; provided that
as of and after the Amendment No. 9 Effective Date, the Borrowers’ Agent shall not be permitted to request any further
reallocation and no further reallocation request shall be given effect on and after such date in accordance with Section 2.1(c).”


 


(c)         the
defined term “Senior Secured Indebtedness” is amended by deleting to 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
and Swingline Loans owed to Working Capital Revolving Lenders, 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 Section 1.1 (Certain Defined Terms) of the Credit Agreement. Section 1.1 of the Credit Agreement is hereby amended
by adding the following new defined term in its appropriate alphabetical order therein:


 


““Amendment
No. 9 Effective Date” means October 30, 2019.”


 


4.            Amendment
to Section 1.1 (Certain Defined Terms) of the Credit Agreement. Section 1.1 of the Credit Agreement is hereby
amended by deleting the following two terms “Acquisition Facility Increase” and “Working Capital Facility Increase”.


 


5.             Amendment
to Section 1.2 (Accounting Terms and Determinations) of the Credit Agreement. Section 1.2(b) of the Credit Agreement
is hereby amended by deleting the phrase “Leverage Ratio or the Interest Coverage Ratio” in both places where it appears
therein and inserting in lieu thereof the following:


 


“Interest Coverage Ratio,
Leverage Ratio, Senior Secured Leverage Ratio, or Total Leverage Indebtedness Ratio”


 


6.            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.”


 






    	 	2	 



     


    




 


7.            Amendment
to Section 2.1 (Commitments) of the Credit Agreement. Section 2.1(c) of the Credit Agreement is hereby amended
by deleting such provision in its entirety and inserting in lieu thereof the following:


 


“(c)      On
and after the Amendment No. 9 Effective Date, no further Reallocation Requests shall be submitted by the Borrowers’
Agent or given effect by the Administrative Agent after such date.”


 


8.            Amendment
to Section 2.4 (Increase in Total Commitments) of the Credit Agreement. Section 2.4(c) of the Credit Agreement
is hereby amended by (i) deleting word “or” as it appears in the first sentence of such section immediately prior
to the phrase “(ii) the aggregate Acquisition Facility Commitments” and inserting a comma in lieu thereof; (ii) deleting
the phrase “, provided, that” as it appears immediately prior the phrase “(A) no Revolving Lender”
in the first sentence of such section and inserting in lieu thereof the following, “or (iii) a combination of the Commitments
for each Facility; provided that, in each case”; and (iii) deleting the parenthetical language in clause (B) of
the first sentence of Section 2.4(c) and inserting in lieu thereof the following, “(each such increase,
a “Facility Increase”).


 


9.            Amendment
to Section 2.4 (Increase in Total Commitments) of the Credit Agreement. Section 2.4(c)(i) of the Credit Agreement
is hereby amended by deleting the last sentence of such section and inserting in lieu thereof, the following:


 


“A
Facility Increase will result in an increase in the aggregate Commitments only with respect to the specific Facility or Facilities
identified in such Facility Increase request (as applicable), and in connection with the effectiveness of each Facility Increase,
Commitments in each Facility will be allocated as provided below.”


 


10.          Amendment
to Section 7.1 (Indebtedness) of the Credit Agreement. Section 7.1(l)(v) of the Credit Agreement is hereby amended
by deleting the phrase “Leverage Ratio” is it appears therein immediately following the phrase “before the date
of such incurrence and the maximum” and inserting in lieu thereof the following:


 


“Total Leverage Indebtedness
Ratio”


 


11.           Amendment
to Section 7.10 (Redemptions) of the Credit Agreement. Section 7.10(a) of the Credit Agreement is hereby amended
by deleting the phrase “the Leverage Ratio is less than 3.25 to 1.00” in both places where such phrase appears therein
and inserting in lieu thereof, the following:


 


“ the Total Leverage Indebtedness
Ratio is less than 4.00 to 1.00”


 


12.           Amendment
to Section 7.10 (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 (determined at the Borrowing Base Reference
Time of such day) 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 (determined at the Borrowing Base Reference Time of
such day) 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”


 






    	 	3	 



     


    




 


13.           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];”


 


14.           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 “June 30, 2017” as it appears immediately
after the phrase “Commencing with the fiscal quarter ending” at the start of such section and inserting in lieu thereof
the following “September 30, 2019” and (ii) deleting the table that appears at the end of such section listing
the Maximum Senior Secured Leverage Ratio for the end of specific fiscal quarters and inserting in lieu thereof, the following:


 





	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










 


15.          Amendment
to Section 7.11 (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 “June 30, 2017” as it appears immediately
after the phrase “Commencing with the fiscal quarter ending” at the start of such section and inserting in lieu thereof
the following “September 30, 2019” and (ii) deleting the table that appears at the end of such section listing
the Minimum Interest Coverage Ratio for the end of specific fiscal quarters and inserting in lieu thereof, the following:


 


	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


 


16.           Amendment
to Section 7.11 (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 “March 31, 2019” as it appears immediately
after the phrase “Commencing with the fiscal quarter ending” at the start of such section and inserting in lieu thereof
the following “September 30, 2019”, (ii) deleting the phrase “Maximum Total Leverage Ratio” as
it appears at the end of such section 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”, and (iii) 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 







 






    	 	4	 



     


    

  


17.           Amendment
to Schedule 1.1A (Revolving Credit Commitments) to the Credit Agreement. Schedule 1.1A of the Credit Agreement is hereby amended
by deleting such Schedule in its entirety and inserting in lieu thereof the Schedule attached hereto as Exhibit A.


 


18.          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 1.0 as of September 30,
2019 consistent with the financial covenant set forth in Section 7.11(a) as in effect on September 30, 2019.”


 


19.          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.


 


20.          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, (ii) the Lenders constituting the Required Lenders and, (iii) with respect to each Lender increasing
its Commitment to a Facility pursuant to this Amendment, such Lender.


 


(b)        Permitted
Term Indebtedness Amendment Documents. The Administrative Agent shall have received an amendment to the Permitted Term Indebtedness
documents, duly executed and delivered by each of the parties thereto required for such amendments 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 Technical Agent shall
have received all such counterpart originals or certified or other copies of such documents as the Technical Agent may reasonably
request.


 






    	 	5	 



     


    




 


21.           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.


 


22.          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.


 


23.           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.


 


24.           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.


 


25.           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]


 






    	 	6	 



     


    




 


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. 9 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. 9 to Credit Agreement


 






    	 		 



     


    

  


	 	SECURED PARTIES:
	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and as Collateral Agent
	 	 
	 	 
	 	By:	/s/ Shai Bandner
	 	 	Name: Shai Bandner
	 	 	Title: Director
	 	 	 
	 	 	 
	 	By:	/s/ Juan J. Mejia
	 	 	Name: Juan J. Mejia
	 	 	Title: Director
	 	 	 
	 	 	 
	 	DEUTSCHE BANK AG, NEW YORK BRANCH,
	 	as a Lender, as Swingline Lender, as an Issuing Bank and as Technical Agent
	 	 	 
	 	 	 
	 	By:	/s/ Shai Bandner
	 	 	Name: Shai Bandner
	 	 	Title: Director
	 	 	 
	 	 	 
	 	By:	/s/ Juan J. Mejia
	 	 	Name: Juan J. Mejia
	 	 	Title: Director


 


Signature Page
to Amendment No. 9 to Credit Agreement


 






    	 		 



     


    

  


	 	ROYAL BANK OF CANADA,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Jason S. York
	 	 	Name: Jason S. York
	 	 	Title: Authorized Signatory
	 	 	 
	 	 	 
	 	TORONTO DOMINION BANK, NEW YORK BRANCH,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Peter Kuo
	 	 	Name: Peter Kuo
	 	 	Title: Authorized Signatory
	 	 	 
	 	 	 
	 	BNP PARIBAS,
	 	as a Lender and Issuing Bank
	 	 	 
	 	 	 
	 	By:	/s/ Redi Meshi
	 	 	Name: Redi Meshi
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	By:	/s/ Christine Dirringer
	 	 	Name: Christine Dirringer
	 	 	Title: Managing Director
	 	 	 
	 	 	 
	 	ABN AMRO CAPITAL USA LLC,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Darrell Holley
	 	 	Name: Darrell Holley
	 	 	Title: Managing Director
	 	 	 
	 	 	 
	 	By:	/s/ Anna C. Ferreira
	 	 	Name: Anna C. Ferreira
	 	 	Title: Vice-President


 


Signature Page
to Amendment No. 9 to Credit Agreement


 






    	 		 



     


    

  


	 	PNC BANK, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Jonathan Luchansky
	 	 	Name: Jonathan Luchansky
	 	 	Title: Director
	 	 	 
	 	 	 
	 	MIZUHO BANK, LTD.,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Edward Sacks
	 	 	Name: Edward Sacks
	 	 	Title: Authorized Signatory
	 	 	 
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Nathan Starr
	 	 	Name: Nathan Starr
	 	 	Title: Director
	 	 	 
	 	 	 
	 	BARCLAYS BANK PLC,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Sydney G. Dennis
	 	 	Name: Sydney G. Dennis
	 	 	Title: Director


 


Signature Page
to Amendment No. 9 to Credit Agreement


 






    	 		 



     


    

  


	 	UBS AG, STAMFORD BRANCH,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Darlene Arias
	 	 	Name: Darlene Arias
	 	 	Title: Director
	 	 	 
	 	 	 
	 	By:	/s/ Houssem Daly
	 	 	Name: Houssem Daly
	 	 	Title: Associate Director
	 	 	 
	 	 	 
	 	GOLDMAN SACHS BANK USA,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ David K. Gaskell
	 	 	Name: David K. Gaskell
	 	 	Title: Authorized Signer
	 	 	 
	 	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Nupur Kumar
	 	 	Name: Nupur Kumar
	 	 	Title: Authorized Signatory
	 	 	 
	 	By:	/s/ Christopher Zybrick
	 	 	Name: Christopher Zybrick
	 	 	Title: Authorized Signatory
	 	 	 
	 	 	 
	 	CITIZENS BANK, N.A.,
	 	as a Lender
	 	 	 
	 	By:	/s/ Scott Donaldson
	 	 	Name: Scott Donaldson
	 	 	Title: Senior Vice President


 


Signature Page
to Amendment No. 9 to Credit Agreement


 






    	 		 



     


    

  


	 	RAYMOND JAMES BANK, N.A.,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ John Harris
	 	 	Name: John Harris
	 	 	Title: Managing Director
	 	 	 
	 	 	 
	 	Banc of America Credit Products, Inc.,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	MACQUARIE BANK LIMITED,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Pilar Gonzalez
	 	 	Name: Pilar Gonzalez
	 	 	Title: Executive Director
	 	 	 
	 	 	 
	 	By:	/s/ Thomas Morgan
	 	 	Name: Thomas Morgan
	 	 	Title: Associate Director


 


Signature Page to Amendment No. 9 to
Credit Agreement


 



    	 		 



     


    




 


EXHIBIT A


TO AMENDMENT NO. 9







 


SCHEDULE 1.1A


 


REVOLVING CREDIT COMMITMENTS


 


	Lender	 	Proposed
 Working Capital

 Commitment Amount	 	 	Proposed

 Acquisition

Commitment Amount	 	 	Total 

Commitment

 Amount	 	 	Percentage	 
	Deutsche Bank AG, New York Branch	 	 	67,233,077.76	 	 	 	135,266,922.24	 	 	 	202,500,000.00	 	 	 	11.3128	%
	Royal Bank of Canada	 	 	67,233,077.76	 	 	 	135,266,922.24	 	 	 	202,500,000.00	 	 	 	11.3128	%
	Toronto-Dominion Bank, New York Branch	 	 	54,782,507.81	 	 	 	110,217,492.19	 	 	 	165,000,000.00	 	 	 	9.2179	%
	BNP Paribas	 	 	46,482,127.84	 	 	 	93,517,872.16	 	 	 	140,000,000.00	 	 	 	7.8212	%
	ABN AMRO Capital USA LLC	 	 	43,161,975.85	 	 	 	86,838,024.15	 	 	 	130,000,000.00	 	 	 	7.2626	%
	PNC Bank, National Association	 	 	41,501,899.85	 	 	 	83,498,100.15	 	 	 	125,000,000.00	 	 	 	6.9832	%
	Mizuho Bank Ltd.	 	 	41,501,899.85	 	 	 	83,498,100.15	 	 	 	125,000,000.00	 	 	 	6.9832	%
	Wells Fargo Bank, N.A.	 	 	41,501,899.85	 	 	 	83,498,100.15	 	 	 	125,000,000.00	 	 	 	6.9832	%
	Barclays Bank PLC	 	 	41,501,899.85	 	 	 	83,498,100.15	 	 	 	125,000,000.00	 	 	 	6.9832	%
	UBS AG, Stamford Branch	 	 	30,877,413.49	 	 	 	62,122,586.51	 	 	 	93,000,000.00	 	 	 	5.1955	%
	Goldman Sachs Bank USA	 	 	29,881,367.90	 	 	 	60,118,632.10	 	 	 	90,000,000.00	 	 	 	5.0279	%
	Credit Suisse AG, Cayman Island Branch	 	 	29,881,367.90	 	 	 	60,118,632.10	 	 	 	90,000,000.00	 	 	 	5.0279	%
	Citizens Bank, N.A.	 	 	24,901,139.91	 	 	 	50,098,860.09	 	 	 	75,000,000.00	 	 	 	4.1899	%
	Raymond James Bank, N.A.	 	 	16,600,759.94	 	 	 	33,399,240.06	 	 	 	50,000,000.00	 	 	 	2.7933	%
	Banc of America Credit Products, Inc.	 	 	16,317,280.45	 	 	 	15,682,719.55	 	 	 	32,000,000.00	 	 	 	1.7877	%
	Macquarie Bank Limited	 	 	6,640,303.99	 	 	 	13,359,696.01	 	 	 	20,000,000.00	 	 	 	1.1173	%
	TOTALS	 	$	600,000,000	 	 	$	1,190,000,000	 	 	$	1,790,000,000	 	 	 	100	%