Exhibit 4.1

 

AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT

 

THIS AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT, dated as of September 30, 2013 but effective as of the Effective Date (as defined in Section 2 hereof) (this “Amendment”), to the Note Purchase Agreement dated June 19, 2012, as amended by Amendment No. 1 thereto dated as of January 15, 2013 and Amendment No. 2 thereto dated as of May 8, 2013 (such note purchase agreement, as so amended, being referred to herein as the “Existing Note Purchase Agreement” and as the same shall be further amended hereby, the “Note Purchase Agreement”), is among NGL Energy Partners LP, a Delaware limited partnership (the “Company”), the GUARANTORS (solely with respect to Section 5(c) hereof) and the holders of Notes listed on the signature pages hereto (collectively, the “Noteholders”).

 

RECITALS:

 

A.            The Company and the Purchasers party thereto have previously entered into the Existing Note Purchase Agreement.  Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Existing Note Purchase Agreement.

 

B.            The Guarantors entered into that certain Guaranty Agreement dated as of June 19, 2012 (as heretofore amended, supplemented or otherwise modified, the “Guaranty Agreement”).

 

C.            The Company has requested certain amendments to the Existing Note Purchase Agreement as more fully described herein below.

 

D.            The Noteholders have agreed to such amendments, subject to the performance and observance in full of each of the covenants, terms and conditions, and in reliance upon all of the representations and warranties of the Company, set forth herein.

 

NOW, THEREFORE, in consideration of the premises and the covenants, terms, conditions, representations and warranties herein contained, the parties hereto hereby agree as follows:

 

Section 1.              AMENDMENTS TO EXISTING NOTE PURCHASE AGREEMENT.  Subject to the covenants, terms and conditions set forth herein and in reliance upon the representations and warranties of the Company herein contained, the Company and the Noteholders hereby agree to amend the Existing Note Purchase Agreement as set forth below, effective as of the Effective Date:

 

(a)           The following defined term is hereby inserted in Schedule B to the Existing Note Purchase Agreement such that it appears in alphabetical order among the defined terms in such Schedule:

 

“‘Permitted Term Indebtedness Agreement’ means any indenture, note purchase agreement, credit agreement or other similar agreement by and among any Note Party, as issuer or borrower, and any trustee, agent, note purchaser or lender pursuant to which any Indebtedness is issued or incurred in accordance with Section 10.7(m), as the same may be amended, restated, supplemented or otherwise modified from time to time to the extent permitted under this Agreement.”

 

(b)           Clause (i) of Section 10.7(m) of the Existing Note Purchase Agreement is hereby amended and restated in its entirety as follows:

 

“(i)          such Indebtedness and any Permitted Term Indebtedness Agreement governing the terms thereof do not impose on any Note Party any covenants to maintain any financial ratio that are more onerous than the covenants set forth in Section 10.6 of this Agreement;”

 

(c)           Section 10.7(m) of the Existing Note Purchase Agreement is hereby amended by (i) removing the word “and” at the end of clause (vi) of such Section, (ii) replacing the period at the end of clause (vii) of such Section with “; and” and (iii) inserting the following clause immediately after such clause (vii):

 











 

“(viii)      such Indebtedness and any Permitted Term Indebtedness Agreement governing the terms thereof shall not in any way prohibit or restrict (i) any Note Party from paying or prepaying the Note Obligations, (ii) any Note Party from granting, creating or otherwise imposing any Lien on any of its Property, whether now owned or hereafter acquired, to secure the Note Obligations, or (iii) the transfer of any Property, including the payment of any dividends or other distributions, by a Subsidiary of any Note Party to such Note Party, or the repayment of any Indebtedness owed by a Subsidiary of any Note Party to such Note Party.”

 

(d)           Section 10.16 of the Existing Note Purchase Agreement is hereby amended by inserting the phrase “the Credit Agreement or any Permitted Term Indebtedness Agreement,” immediately after the phrase “Other than as provided in this Agreement,” which appears at the beginning of such Section immediately after the caption “Restrictive Agreements.”

 

Section 2.              EFFECTIVENESS OF AMENDMENTS.  The amendments set forth in Section 1 of this Amendment shall become operative upon the satisfaction of each of the conditions provided immediately below in this Section 2 (with each of the documents referred to below being in form and substance satisfactory to the Required Holders and in full force and effect).  Immediately upon this Amendment becoming operative, the amendments set forth in Section 1 of this Agreement shall be deemed to be effective as of June 19, 2012 (the “Effective Date”) as if set forth in the Existing Note Purchase Agreement on such date.

 

(a)           Execution and Delivery of this Amendment.  The Noteholders shall have received a copy of this Amendment duly executed and delivered by the Company and the Guarantors, and by the Noteholders constituting the Required Holders.

 

(b)           Representations and Warranties.  Each of the representations and warranties of the Company made in this Amendment shall be true and correct on and as of the date hereof.

 

(c)           Amendment to Credit Agreement.  The Noteholders shall have received a copy of an amendment in respect of the Credit Agreement, dated on or prior to the date hereof, in form and substance satisfactory to the Required Holders and executed and delivered by the Credit Parties, the Administrative Agent and the Required Lenders (each as defined in the Credit Agreement), as applicable.

 

(d)           Proceedings and Documents.  All corporate and other proceedings pertaining directly to this Amendment and all documents and instruments directly incident to this Amendment shall be satisfactory to the Required Holders and their special counsel, and the Noteholders and their special counsel shall have received all such counterpart originals or certified or other copies of such documents as the Required Holders or such special counsel may reasonably request.

 

Section 3.              REPRESENTATIONS AND WARRANTIES; NO DEFAULT.  To induce the Noteholders to enter into this Amendment, the Company (by delivery of its counterpart to this Amendment) hereby (i) represents and warrants to the Noteholders that after giving effect to this Amendment and the contemporaneous amendment to the Credit Agreement, its representations and warranties contained in the Note Purchase Agreement are true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall be correct in all 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 (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which were true in all respects) as of such earlier date), (ii) represents and warrants to the Noteholders that it (x) has the requisite power and authority to make, deliver and perform this Amendment; (y) has taken all necessary limited partnership 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 exists under any of the Note Documents after giving effect to this Amendment or will result from the making of this Amendment.

 

Section 4.              EXPENSES.  The Company will promptly (and in any event within thirty (30) days of receiving any statement or invoice therefor) pay all reasonable out-of-pocket expenses and costs incurred by the 

 

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Noteholders relating to this Amendment, including, but not limited to, the reasonable fees and disbursements of Baker Botts L.L.P., incurred in connection with the preparation, negotiation and delivery of this Amendment, and all other related documentation.  This Section 4 shall not be construed to limit the Company’s obligations under Section 15.1 of the Existing Note Purchase Agreement.

 

Section 5.              MISCELLANEOUS.

 

(a)           GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

 

(b)           Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.  Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, the parties hereto.  Delivery of this Amendment may be made by telecopy or electronic transmission of a duly executed counterpart copy hereof; provided that any such delivery by electronic transmission shall be effective only if transmitted in .pdf format, .tif format or other format in which the text is not readily modifiable by any recipient thereof.

 

(c)           Affirmation of Obligations.  Notwithstanding that such consent is not required under the Guaranty Agreement, or any of the other Note Documents to which it is a party, each of the Guarantors consents to the execution and delivery of this Amendment by the parties hereto.  As a material inducement to the undersigned to amend the Existing Note Purchase Agreement, each of the Guarantors (i) acknowledges and confirms the continuing existence, validity and effectiveness of the Guaranty Agreement and each of the other Note Documents to which it is a party and (ii) agrees that the execution, delivery and performance of this Amendment shall not in any way release, diminish, impair, reduce or otherwise affect its obligations thereunder.

 

(d)           Note Document.  This Amendment is a Note Document and all of the provisions of the Note Purchase Agreement which apply to Note Documents apply hereto.

 

(Remainder of Page Intentionally Left Blank; 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 effective as of the Effective Date.

 

	
 
    	
 
    	
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
    
	
 
    	
 
    	
 
    	
 
    
	
The foregoing is hereby agreed to as of the date   hereof:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
NOTEHOLDERS:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
THE PRUDENTIAL INSURANCE   COMPANY
    	
 
    	
 
    
	
OF AMERICA, as a   Noteholder
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Matthew A. Baker
    	
 
    	
 
    
	
Name: Matthew A. Baker
    	
 
    	
 
    
	
Title: Vice President
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
PRUCO LIFE INSURANCE COMPANY,
    	
 
    	
 
    
	
as a Noteholder
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Matthew A. Baker
    	
 
    	
 
    
	
Name: Matthew A. Baker
    	
 
    	
 
    
	
Title: Asst. Vice President
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
UNIVERSAL PRUDENTIAL ARIZONA
    	
 
    	
 
    
	
REINSURANCE COMPANY, as a   Noteholder
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
Prudential   Investment Management, Inc.,
    	
 
    	
 
    
	
 
    	
as   investment manager
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Matthew A. Baker
    	
 
    	
 
    
	
Name: Matthew A. Baker
    	
 
    	
 
    
	
Title: Vice President
    	
 
    	
 
    


 

Signature Page to Amendment No. 3 to Note Purchase Agreement

 











 

	
PRUDENTIAL ARIZONA REINSURANCE
    	
 
    	
 
    
	
CAPTIVE COMPANY, as a   Noteholder
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
Prudential   Investment Management, Inc.,
    	
 
    	
 
    
	
 
    	
as   investment manager
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Matthew A. Baker
    	
 
    	
 
    
	
Name: Matthew A. Baker
    	
 
    	
 
    
	
Title: Vice President
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
PRUDENTIAL ARIZONA REINSURANCE
    	
 
    	
 
    
	
UNIVERSAL COMPANY, as a   Noteholder
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
Prudential   Investment Management, Inc.,
    	
 
    	
 
    
	
 
    	
as   investment manager
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Matthew A. Baker
    	
 
    	
 
    
	
Name: Matthew A. Baker
    	
 
    	
 
    
	
Title: Vice President
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
PRUDENTIAL RETIREMENT INSURANCE   AND
    	
 
    	
 
    
	
ANNUITY COMPANY, as a   Noteholder
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
Prudential   Investment Management, Inc.,
    	
 
    	
 
    
	
 
    	
as   investment manager
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Matthew A. Baker
    	
 
    	
 
    
	
Name: Matthew A. Baker
    	
 
    	
 
    
	
Title: Vice President
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
AMERICAN GENERAL LIFE INSURANCE   COMPANY (successor by merger to
    
	
AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE   COMPANY)
    
	
AMERICAN GENERAL LIFE INSURANCE   COMPANY (successor by merger to
    
	
AMERICAN GENERAL LIFE INSURANCE COMPANY OF   DELAWARE)
    
	
AMERICAN GENERAL LIFE INSURANCE   COMPANY (successor by merger to
    
	
SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY)
    
	
THE UNITED STATES LIFE   INSURANCE COMPANY IN THE CITY OF NEW YORK
    
	
COMMERCE AND INDUSTRY INSURANCE   COMPANY
    
	
NEW HAMPSHIRE INSURANCE COMPANY
    
	
CHARTIS PROPERTY CASUALTY   COMPANY
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
AIG   ASSET MANAGEMENT (U.S.), LLC, Investment Adviser
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Curtis F. Sullivan
    	
 
    	
 
    
	
 
    	
 
    	
Name:   Curtis F. Sullivan, Vice President
    
						


 

Signature Page to Amendment No. 3 to Note Purchase Agreement

 











 

	
TEACHERS INSURANCE AND ANNUITY   ASSOCIATION OF
    
	
AMERICA, as a Noteholder
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Andrew M. Leicester
    	
 
    	
 
    
	
Name: Andrew M. Leicester
    	
 
    	
 
    
	
Title:    Director
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
SUN LIFE ASSURANCE COMPANY OF   CANADA,
    	
 
    	
 
    
	
as a Noteholder
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Keith Cressman
    	
 
    	
 
    
	
Name: Keith Cressman
    	
 
    	
 
    
	
Title: Senior Managing Director, Private Fixed   Income
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Jeffery Mayer
    	
 
    	
 
    
	
Name: Jeffery Mayer
    	
 
    	
 
    
	
Title: Managing Director, Private Securitization   Finance Private Fixed Income
    


 

Signature Page to Amendment No. 3 to Note Purchase Agreement

 











 

Agreed to and acknowledged by the undersigned solely with respect to Section 5(c) hereof:

 

	
 
    	
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
    


 

Signature Page to Amendment No. 3 to Note Purchase Agreement

 











 

	
 
    	
HIGH   SIERRA ENERGY, LP (by High Sierra Energy GP, LLC, its general partner)
    
	
 
    	
GREENSBURG   OILFIELD, LLC
    
	
 
    	
ANTICLINE   DISPOSAL, LLC
    
	
 
    	
HIGH   SIERRA SERTCO, 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 L.L.C.
    
	
 
    	
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
    
	
 
    	
LOTUS   OILFIELD SERVICES, L.L.C.
    
	
 
    	
CC MARINE, LLC
    
	
 
    	
CIERRA MARINE GP, LLC
    
	
 
    	
CIERRA   MARINE, LP (by Cierra Marine GP, LLC, its general partner)
    
	
 
    	
COASTAL   PLAINS DISPOSAL #1, L.L.C.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Atanas H. Atanasov
    
	
 
    	
Name:
    	
Atanas   H. Atanasov
    
	
 
    	
Title:
    	
Chief   Financial Officer
    


 

Signature Page to Amendment No. 3 to Note Purchase Agreement