Exhibit 10.1

 

EXECUTION VERSION

 

AMENDMENT NO. 2 TO CREDIT AGREEMENT

 

AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of May 8, 2013 (this “Amendment”), to that certain CREDIT AGREEMENT, dated as of June 19, 2012 (as amended by that certain Amendment No. 1 dated as of January 15, 2013 and effective as of January 16, 2013 and as further amended, supplemented, or 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”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), 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” and an Issuing Bank under the Credit Agreement (each a “Lender, together with the Technical Agent, the Administrative Agent, and the Collateral Agent, collectively, the “Secured Parties”).

 

RECITALS

 

WHEREAS, the Borrowers have requested that the Lenders make 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 meanings given to them in the Credit Agreement.

 

2.                                      Amendments to Section 1.1 (Defined Terms) of the Credit Agreement.

 

(a)                                 The definitions of “Acquisition Revolving Commitment,” “Issuance Cap,” “Issuing Bank,” “Maximum Commitment,” “Qualified Obligation Aggregate Cap,” “Total Acquisition Revolving Commitment,” “Total Commitment,” “Total Working Capital Revolving Commitment,” and “Working Capital Revolving Commitment,” as set forth in Section 1.1 of the Credit Agreement are hereby amended as set forth below:

 

(i)                                      The last sentence of the definition of “Acquisition Revolving Commitment” is hereby deleted in its entirety and replaced with the following:

 

“The initial aggregate amount of the Acquisition Revolving Lenders’ Acquisition Revolving Commitments as of the Amendment No. 2 Effective Date is $725,000,000.”

 











 

(ii)                                   The below shall be added as an additional row in the table appearing at the end of the definition of “Issuance Cap”:

 

	
Bank of America, NA
    	
 
    	
$
    	
200,000,000
    	
 
    


 

(iii)                                The definition of “Issuing Bank” is hereby deleted in its entirety and replaced with the following:

 

“‘Issuing Bank’ means each of Deutsche Bank AG, New York Branch, BNP Paribas, New York Branch, Bank of America, N.A., and upon designation by the Parent each such additional Lender that agrees to act in such capacity (so long as each such Person remains a Working Capital Revolving Lender), in its respective capacity as an issuer of any Letter of Credit pursuant to this Agreement.  With respect to any Letter of Credit, “Issuing Bank” shall mean the applicable issuer thereof.”

 

(iv)                               The definition of “Maximum Commitment” is hereby deleted in its entirety and replaced with the following:

 

“‘Maximum Commitment’ means $1,050,000,000.”

 

(v)                                  The definition of “Qualified Obligation Aggregate Cap” is hereby amended by deleting the phrase “$50,000,000” as it appears at the beginning of such defined term and inserting in lieu thereof the phrase “$100,000,000”.

 

(vi) The last sentence of the definition of “Total Acquisition Revolving Commitment” is hereby deleted in its entirety and replaced with the following:

 

“As of the Amendment No. 2 Effective Date, the Total Acquisition Revolving Commitment is $725,000,000.”

 

(vii)                            The last sentence of the definition of “Total Commitment” is hereby deleted in its entirety and replaced with the following:

 

“As of the Amendment No. 2 Effective Date, the Total Commitment is $1,050,000,000.”

 

(viii)                         The last sentence of the definition of “Total Working Capital Revolving Commitment” is hereby deleted in its entirety and replaced with the following:

 

“As of the Amendment No. 2 Effective Date, the Total Working Capital Revolving Commitment is $325,000,000.”

 

(ix)                               The last sentence of the definition of “Working Capital Revolving Commitment” is hereby deleted in its entirety and replaced with the following:

 

“The initial aggregate amount of the Working Capital Revolving Lenders’ Working Capital Revolving Commitments as of the Amendment No. 2 Effective Date is $325,000,000.”

 

2











 

(b)                                  The below terms shall be added as new definitions in their respective alphabetical order in the Credit Agreement:

 

“‘Amendment No. 2 Effective Date’ means May 8, 2013.”

 

3.                                      Amendment to Section 2.4(c) of the Credit Agreement (Increase in Total Commitments).  Clause (D) of the proviso of Section 2.4(c) of the Credit Agreement is hereby amended by deleting such clause in its entirety and inserting in lieu thereof the following:

 

“(D) the aggregate amount of Facility Increases from the Amendment No. 2 Effective Date until the Termination Date shall not exceed $0”

 

4.                                      Amendment to Schedule 1.1A of the Credit Agreement (Revolving Credit Commitments).  Schedule 1.1A of the Credit Agreement is hereby amended by deleting such Schedule in its entirety and replacing it with the Schedule 1.1A attached hereto as Exhibit I.

 

5.                                      Representations and Warranties; No Default.  To induce the Lenders to enter into this Amendment, the Borrowers (by delivery of their respective counterparts to this Amendment) hereby (i) represent and warrant to the Lenders that the 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), and (ii) certify that no Default or Event of Default has occurred and is continuing under the Credit Agreement or will result from the making of this Amendment.

 

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

 

(a)                                 Amended Loan Documents.  The Administrative Agent shall have received this Amendment and the Second Amendment to the Intercreditor Agreement, each executed and delivered by a duly authorized officer of each Credit Party party to such amendment, in form and substance satisfactory to the Technical Agent; and

 

(b)                                 Amended Notes.  Each Lender that has requested amended Notes to reflect its revised Commitments under the Credit Agreement, shall have received such requested Notes duly executed by the parties thereto and in form and substance satisfactory to it; and

 

(c)                                  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.

 

7.                                      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.

 

3











 

8.                                      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.

 

9.                                      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.

 

10.                               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.

 

11.                               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.

 

12.                               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.

 

[SIGNATURE PAGES FOLLOW]

 

4











 

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   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:   Senior Vice President Finance & Treasurer
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
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
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   James J. Burke
    
	
 
    	
 
    	
Name:   James J. Burke
    
	
 
    	
 
    	
Title:   Chief Executive Officer & President
    


 











 

	
 
    	
BORROWERS’   AGENT:
    
	
 
    	
 
    	
 
    
	
 
    	
NGL   ENERGY OPERATING LLC,
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Atanas H. Atanasov
    
	
 
    	
 
    	
Name:   Atanas H. Atanasov
    
	
 
    	
 
    	
Title:   Senior Vice President Finance & Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
GUARANTORS:
    
	
 
    	
 
    	
 
    
	
 
    	
NGL   ENERGY PARTNERS LP
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Atanas H. Atanasov
    
	
 
    	
 
    	
Name:   Atanas H. Atanasov
    
	
 
    	
 
    	
Title:   Senior Vice President Finance & Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
SECURED   PARTIES:
    
	
 
    	
 
    	
 
    
	
 
    	
DEUTSCHE   BANK TRUST COMPANY AMERICAS, as Administrative Agent and as Collateral Agent
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Melissa Sadler
    
	
 
    	
 
    	
Name:   Melissa Sadler
    
	
 
    	
 
    	
Title:   Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Renee Cummins
    
	
 
    	
 
    	
Name:   Renee Cummins
    
	
 
    	
 
    	
Title:   Associate
    


 




 









 

	
 
    	
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/   Juan J. Mejia
    
	
 
    	
 
    	
Name:
    	
Juan   J. Mejia
    
	
 
    	
 
    	
Title:
    	
Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ROYAL   BANK OF CANADA,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jason S. York
    
	
 
    	
 
    	
Name:
    	
Jason   S. York
    
	
 
    	
 
    	
Title:
    	
Authorize   Signatory
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BNP   PARIBAS,
    
	
 
    	
as   a Lender and Issuing Bank
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Richard J. Wernli
    
	
 
    	
 
    	
Name:
    	
Richard   J. Wernli
    
	
 
    	
 
    	
Title:
    	
Managing   Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Keith Cox
    
	
 
    	
 
    	
Name:
    	
Keith   Cox
    
	
 
    	
 
    	
Title:
    	
Managing   Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
PNC   BANK, NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Christopher Hermann
    
	
 
    	
 
    	
Name:
    	
Christopher   Hermann
    
	
 
    	
 
    	
Title:
    	
Vice   President
    


 











 

	
 
    	
THE   ROYAL BANK OF SCOTLAND PLC,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Stuart Gibson
    
	
 
    	
 
    	
Name:
    	
Stuart   Gibson
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BMO   HARRIS BANK, N.A,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   ILLEGIBLE SIGNATURE
    
	
 
    	
 
    	
Name:
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
THE   F&M BANK AND TRUST COMPANY,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Julie B. Smith
    
	
 
    	
 
    	
Name:
    	
Julie   B. Smith
    
	
 
    	
 
    	
Title:
    	
Senior   Vice President
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
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/   Urvashl Zutshl
    
	
 
    	
 
    	
Name:   Urvashl Zutshl
    
	
 
    	
 
    	
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:
    	
/s/   Michael Clayborne
    
	
 
    	
 
    	
Name:   Michael Clayborne
    
	
 
    	
 
    	
Title:   Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BOKF,   NA d/b/a BANK OF OKLAHOMA,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   J. Nick Cooper
    
	
 
    	
 
    	
Name:   J. Nick Cooper
    
	
 
    	
 
    	
Title:   V.P.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
SUNTRUST   BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Carmen Malizia
    
	
 
    	
 
    	
Name:   Carmen Malizia
    
	
 
    	
 
    	
Title:   Director
    


 











 

	
 
    	
UBS   AG, STAMFORD BRANCH,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Lana Sifar
    
	
 
    	
 
    	
Name:   Lana Sifar
    
	
 
    	
 
    	
Title:   Director Banking Products Services, US
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Joselin Fernandes
    
	
 
    	
 
    	
Name:   Joselin Fernandes
    
	
 
    	
 
    	
Title:   Associate Director Banking Products Services, US
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
AMEGY   BANK NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Kevin Donaldson
    
	
 
    	
 
    	
Name:   Kevin Donaldson
    
	
 
    	
 
    	
Title:   Senior Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
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
    


 











 

	
 
    	
MAQUARIE   BANK LIMITED,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Stephen Bower
    
	
 
    	
 
    	
Name:   Stephen Bower
    
	
 
    	
 
    	
Title:   Associate Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Byron den Hertog
    
	
 
    	
 
    	
Name:   Byron den Hertog
    
	
 
    	
 
    	
Title:   Division Director
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
HSBC   BANK USA, NA,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   ILLEGIBLE SIGNATURE
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
KEYBANK   NATIONAL ASSOCIATION,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Chulley Bogle
    
	
 
    	
 
    	
Name:   Chulley Bogle
    
	
 
    	
 
    	
Title:   Vice President