Exhibit 10.1

 

EXECUTION VERSION

 

AMENDMENT NO. 3 TO CREDIT AGREEMENT

 

AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of September 30, 2013 (this “Amendment”), to the Credit Agreement dated as of 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 credit agreement, as so amended being referred to herein as 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”), 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 (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.                                      Amendments to Sections 1.1, 7.1 and 7.15 of the Credit Agreement.

 

(a)                                 The following definition is hereby inserted in Section 1.1 of the Credit Agreement such that it appears in alphabetical order among the definitions in such Section:

 

“‘Permitted Term Indebtedness Agreement’ means any indenture, note purchase agreement, credit agreement or other similar agreement by and among any Credit Party, as issuer or borrower, and any trustee, agent, note purchaser or lender pursuant to which any Permitted Term Indebtedness is issued or incurred in accordance with Section 7.1(l), 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 7.1(l) of the Credit 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 Credit Party any covenants to maintain any financial ratio that are more onerous than the covenants set forth in Section 7.11 of this Agreement;”

 

(c)                                  Section 7.1(l) of the Credit Agreement is hereby amended by (i) removing the word “and” at the end of clause (viii) of such Section, (ii) replacing the period at the end of clause (ix) of such Section with “; and” and (iii) inserting the following clause immediately after such clause (ix):

 

“(x)                           such Indebtedness and any Permitted Term Indebtedness Agreement governing the terms thereof shall not in any way prohibit or restrict (i) any Credit Party from paying or prepaying the

 











 

Obligations, (ii) any Credit Party from granting, creating or otherwise imposing any Lien on any of its Property, whether now owned or hereafter acquired, to secure the Obligations, or (iii) the transfer of any Property, including the payment of any dividends or other distributions, by a Subsidiary of any Credit Party to such Credit Party, or the repayment of any Indebtedness owed by a Subsidiary of any Credit Party to such Credit Party.”

 

(d)                                 Section 7.15 of the Credit Agreement is hereby amended by inserting the phrase “the Note Purchase 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.”

 

3.                                      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 and the contemporaneous amendment to the Note Purchase Agreement, 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.

 

4.                                      Effectiveness of Amendments.  This Amendment shall become operative upon the first date on which the Administrative Agent shall have received this Amendment, duly executed and delivered by each of the Borrowers, and by Lenders constituting the Required Lenders.  Immediately upon this Amendment becoming operative, the amendments set forth herein shall be deemed to be effective as of June 19, 2012 as if set forth in the Credit Agreement on such date.

 

5.                                      Fees and Expenses.  The Borrowers shall, upon demand, pay to the Administrative Agent the amount of any and all reasonable fees, costs and expenses that are for the account of the Borrowers pursuant to Section 10.9 of the Credit Agreement, including all such fees, costs and expenses incurred in connection with this Amendment.

 

6.                                      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.  This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

 

7.                                      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.

 

8.                                      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.

 

9.                                      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.

 

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10.                               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.

 

11.                               Lender Acknowledgement.  Each undersigned Lender, by its signature hereto, hereby authorizes and directs DBTCA in its capacity as Administrative Agent and as Collateral Agent to execute this Amendment.

 

(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 as of the day and year first above written.

 

	
 
    	
BORROWERS:

 

NGL ENERGY OPERATING LLC

NGL   SUPPLY, LLC

HICKSGAS,   LLC

NGL-NE,   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
    
	
 
    	
 
    	
 
    
	
 
    	
HIGH SIERRA ENERGY LP

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, LLC

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),
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Atanas H. Atanasov
    
	
 
    	
 
    	
Name:  Atanas H. Atanasov
    
	
 
    	
 
    	
Title: Chief Financial Officer
    
				


 

Signature Page to Amendment No. 3 to Credit Agreement

 











 

	
 
    	
BORROWERS’   AGENT:
    
	
 
    	
 
    
	
 
    	
NGL   ENERGY OPERATING LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Atanas H. Atanasov
    
	
 
    	
 
    	
Name:   Atanas H. Atanasov
    
	
 
    	
 
    	
Title:   Chief Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
GUARANTORS:
    
	
 
    	
 
    	
 
    
	
 
    	
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
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
SECURED   PARTIES:
    
	
 
    	
 
    
	
 
    	
DEUTSCHE   BANK TRUST COMPANY AMERICAS, as Administrative Agent and as Collateral Agent
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Estelle Lawrence
    
	
 
    	
 
    	
Name:
    	
Estelle   Lawrence
    
	
 
    	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Robert S. Peschler
    
	
 
    	
 
    	
Name:
    	
Robert   S. Peschler
    
	
 
    	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
DEUTSCHE   BANK AG, NEW YORK BRANCH,
   as a Lender, as Swingline Lender, as an Issuing Bank and as Technical Agent
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Chris Chapman
    
	
 
    	
 
    	
Name:
    	
Chris   Chapman
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Vanuza Pereira-Bravo
    
	
 
    	
 
    	
Name:
    	
Vanuza   Pereira-Bravo
    
	
 
    	
 
    	
Title:
    	
Associate
    
					


 

Signature Page to Amendment No. 3 to Credit Agreement

 











 

	
 
    	
ROYAL   BANK OF CANADA,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jason S. York
    
	
 
    	
 
    	
Name:
    	
Jason   S. York
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
BNP   PARIBAS,
    
	
 
    	
as   a Lender and Issuing Bank
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
PNC   BANK, NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Chris Hermann
    
	
 
    	
 
    	
Name:
    	
Chris   Hermann
    
	
 
    	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
THE   ROYAL BANK OF SCOTLAND PLC,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Jim Moyes
    
	
 
    	
 
    	
Name:
    	
Jim   Moyes
    
	
 
    	
 
    	
Title:
    	
Authorised   Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
BMO   HARRIS BANK, N.A,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Kimberly A. Yates
    
	
 
    	
 
    	
Name:
    	
Kimberly   A. Yates
    
	
 
    	
 
    	
Title:
    	
Director
    


 

Signature Page to Amendment No. 3 to Credit Agreement

 











 

	
 
    	
THE   F&M BANK AND TRUST COMPANY,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
RAYMOND   JAMES BANK, N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/ Scott G. Axelrod
    
	
 
    	
 
    	
Name:
    	
Scott   G. Axelrod
    
	
 
    	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
ABN   AMRO CAPITAL USA LLC,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Darrell Holley
    
	
 
    	
 
    	
Name:
    	
Darrell   Holley
    
	
 
    	
 
    	
Title:
    	
Managing   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Casey Lowary
    
	
 
    	
 
    	
Name:
    	
Casey   Lowary
    
	
 
    	
 
    	
Title:
    	
Executive   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   a Lender and as an Issuing Bank
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
BOKF,   NA d/b/a BANK OF OKLAHOMA,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   J. Nick Cooper
    
	
 
    	
 
    	
Name:
    	
J.   Nick Cooper
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 

Signature Page to Amendment No. 3 to Credit Agreement

 











 

	
 
    	
SUNTRUST   BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Carmen Malizia
    
	
 
    	
 
    	
Name:
    	
Carmen   Malizia
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
UBS   AG, STAMFORD BRANCH,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
AMEGY   BANK NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Kevin Donaldson
    
	
 
    	
 
    	
Name:
    	
Kevin   Donaldson
    
	
 
    	
 
    	
Title:
    	
SVP
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
COMMERCE   BANK, N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   C.T. Young
    
	
 
    	
 
    	
Name:
    	
C.T.   Young
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
GOLDMAN   SACHS BANK USA,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Michelle Latzoni
    
	
 
    	
 
    	
Name:
    	
Michelle   Latzoni
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    


 

Signature Page to Amendment No. 3 to Credit Agreement

 











 

	
 
    	
MAQUARIE   BANK LIMITED,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Linda Evans
    
	
 
    	
 
    	
Name:
    	
Linda   Evans
    
	
 
    	
 
    	
Title:
    	
Division   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Nathan Booker
    
	
 
    	
 
    	
Name:
    	
Nathan   Booker
    
	
 
    	
 
    	
Title:
    	
Associate   Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
HSBC   BANK USA, NA,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
/s/   Jay S. Tweed
    
	
 
    	
 
    	
Name:
    	
Jay   S. Tweed
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
KEYBANK   NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    


 

Signature Page to Amendment No. 3 to Credit Agreement