EX-10.17.2



 Exhibit 10.17.2 

Certain Information indicated by [*] has been deleted from this exhibit and filed separately with the Securities and Exchange Commission
pursuant to a request for Confidential Treatment under Rule 24b-2. 
 AMENDMENT NO. 4 TO RAIL CAR SUBLEASE AGREEMENT 

THIS AMENDMENT NO. 4 TO RAIL CAR SUBLEASE AGREEMENT dated effective as of May 15, 2014 (the “Amendment”), is made and
entered into by NGL CRUDE LOGISTICS, LLC, f/k/a Gavilon, LLC (“NGL”) and ABE SOUTH DAKOTA, LLC (“Producer”). 

RECITALS: 
  

	 	(a)	NGL and Producer are parties to a Rail Car Sublease Agreement dated May 4, 2012, as amended by Amendment No. 1 dated July 31, 2012, Amendment No. 2 dated December 31, 2012, and Amendment
No. 3 (“Amendment No. 3”) dated as of October 22, 2013 (collectively, the “Agreement”). 

  

	 	(b)	The Parties desire to amend the Agreement as set forth below. 

 AGREEMENT: 

NOW THEREFORE, in consideration of the agreements herein made and for other good and valuable consideration, the Parties acknowledge and
agree as follows: 
 1. Commencement Date. This Amendment shall become effective as of July 1, 2014
(“Commencement Date”). The Parties acknowledge and agree that this Amendment is legally binding for all purposes as of the date hereof, but performance will not commence until the Commencement Date. 

2. Sublease Extension; Additional Cars. Exhibit “A” to the Agreement shall be revised, as of the Commencement
Date, to (i) extend the sublease of each of the sixty (60) Cars listed on Part 1 of Schedule “A” attached hereto by deleting the Expiration Date and rental rate for such Car and replacing it with the new Expiration Date
and rental rate for such Car provided in Part 1 of Schedule “A” attached hereto and (ii) sublease each of the twenty-one (21) additional rail cars listed on Part 2 of Schedule “A” attached hereto by
adding the car number, Expiration Date and rental rate of such Car provided in Part 2 of Schedule “A” attached hereto. For purposes of the Agreement, with effect on and after the Commencement Date, all references to “Cars”
shall include (in addition to any other Cars) the Cars and additional rail cars listed on Schedule “A” attached hereto. The Parties agree that, with effect on and after the Commencement Date, the consideration described in
Section 3 of Amendment No. 3 will not apply with respect to the Cars listed in Part 2 of Schedule “A” attached hereto. 

3. Security Deposit. On or prior to the Commencement Date, Producer shall deposit with NGL the sum of Seven Hundred Twenty
Thousand Dollars ($720,000) as security for Producer’s faithful performance of its obligations under the Agreement (the “Deposit”). If an Event of Default by Producer under the Agreement has occurred and is not timely cured,
NGL may use, apply or retain all or any portion of the Deposit for the payment of any rent or other charge to which NGL may become entitled pursuant to the Agreement by reason of such Event of Default by Producer, or to compensate NGL for any loss
or damage which NGL may suffer thereby in accordance with Section 19.A of the Agreement. If NGL so uses or applies all or any portion of the Deposit, Producer shall within ten (10) days after written demand deposit cash with NGL in an
amount sufficient to restore the Deposit to the full amount stated above, and Producer’s failure to do so shall be a material breach of the Agreement. NGL shall not be required to keep the Deposit separate from its general accounts. The
Deposit, or so much 
  
  

 
  

			
	Amendment No. 4 to Rail Car Sublease Agreement	 	 Page 
 1









 
thereof as has not been previously applied by NGL in accordance with this Section 3 and the Agreement, shall be returned (without interest or other payment for its use) to Producer after all
of the Cars have been returned and Producer has otherwise performed all of its obligations under the Agreement. It is understood that the foregoing is in addition to NGL’s rights under the ABE LOC as defined and described in Section 18 of
the Agreement. 
 4. Condition of Cars. NGL shall not be responsible for, and rental payments shall not be conditioned on, the
failure of any railroad(s) to grant approval for use of the Cars under AAR Circular No. OT-5 or otherwise. 
 5. High Mileage
Utilization. Section 16 of the Agreement shall be amended, as of the Commencement Date, by increasing the “Hi-U Charge” to $0.06 with respect to the sixty (60) Cars listed on Schedule “A” attached hereto.

 6. Letter of Credit. The “LOC Amount”, as defined in Section 18 of the Agreement, is hereby decreased to
$1,500,000. The first and third sentences of Section 18.A are hereby deleted. 
 7. Binding and Effective/Successors and
Assigns. Upon execution and delivery of this Amendment by the Parties hereto, this Amendment shall becoming binding and effective. This Amendment shall inure to the benefit of and be binding on the Parties hereto and their respective
successors and permitted assigns. 
 8. Counterparts. This Amendment may be executed in multiple counterparts, each of which
shall be deemed an original and all of which taken together shall constitute one and the same instrument. 
 9. Defined Terms.
All capitalized terms in this Amendment shall have the meanings ascribed to them in the Agreement, unless otherwise defined herein. 
 10.
Conflicts. The terms and conditions of the Agreement shall remain in full force and effect as amended by this Amendment. 

11. Entire Agreement. This Amendment constitutes the entire agreement and understanding of the Parties with respect to the
subject matter hereof. 
 IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their respective
officers thereunto duly authorized as of the day and year first above written. 
  

									
	 NGL CRUDE LOGISTICS, LLC
	 		 	ABE SOUTH DAKOTA, LLC 
					
	 By:
	 	 /s/ David Kehoe
	 		 	By:	 	 /s/ Richard Peterson

	 Name:
	 	David Kehoe	 		 	Name:	 	Richard Peterson
	 Title:
	 	Executive VP - NGLEP	 		 	Title:	 	President & CEO

  
  

 
  

			
	Amendment No. 4 to Rail Car Sublease Agreement	 	 Page 
 2









 SCHEDULE “A” 

SUBLEASED CARS; EXCLUDED CARS 

PART I. 
  

							
	 Car No.
	 	   Exp. Date  
	 	 Rate (Per Car
Per Month)

	 GATX
	 	 206030
	 	6/30/2016	 	*
	 GATX
	 	 206032
	 	6/30/2016	 	*
	 GATX
	 	 206033
	 	6/30/2016	 	*
	 GATX
	 	 206034
	 	6/30/2016	 	*
	 GATX
	 	 206035
	 	6/30/2016	 	*
	 GATX
	 	 206036
	 	6/30/2016	 	*
	 GATX
	 	 206043
	 	6/30/2016	 	*
	 GATX
	 	 206044
	 	6/30/2016	 	*
	 GATX
	 	 206045
	 	6/30/2016	 	*
	 GATX
	 	 206046
	 	6/30/2016	 	*
	 GATX
	 	 206057
	 	6/30/2016	 	*
	 GATX
	 	 206058
	 	6/30/2016	 	*
	 GATX
	 	 206063
	 	6/30/2016	 	*
	 GATX
	 	 206071
	 	6/30/2016	 	*
	 GATX
	 	 206072
	 	6/30/2016	 	*
	 GATX
	 	 206076
	 	6/30/2016	 	*
	 GATX
	 	 206077
	 	6/30/2016	 	*
	 GATX
	 	 206078
	 	6/30/2016	 	*
	 GATX
	 	 206080
	 	6/30/2016	 	*
	 GATX
	 	 206083
	 	6/30/2016	 	*
	 GATX
	 	 206089
	 	6/30/2016	 	*
	 GATX
	 	 206090
	 	6/30/2016	 	*
	 GATX
	 	 206093
	 	6/30/2016	 	*
	 GATX
	 	 206094
	 	6/30/2016	 	*
	 GATX
	 	 206096
	 	6/30/2016	 	*
	 GATX
	 	 206098
	 	6/30/2016	 	*
	 GATX
	 	 206104
	 	6/30/2016	 	*
	 GATX
	 	 206105
	 	6/30/2016	 	*
	 GATX
	 	 206108
	 	6/30/2016	 	*
	 GATX
	 	 206112
	 	6/30/2016	 	*
	 GATX
	 	 206118
	 	6/30/2016	 	*
	 GATX
	 	 206120
	 	6/30/2016	 	*
	 GATX
	 	 206121
	 	6/30/2016	 	*
	 GATX
	 	 206122
	 	6/30/2016	 	*
	 GATX
	 	 206123
	 	6/30/2016	 	*
	 GATX
	 	 206125
	 	6/30/2016	 	*
	 GATX
	 	 206126
	 	6/30/2016	 	*
	 GATX
	 	 206128
	 	6/30/2016	 	*
	 GATX
	 	 206129
	 	6/30/2016	 	*

  

	*	Redacted, confidential treatment requested pursuant to SEC Rule 24b-2. 

  

 
  

 

			
	Amendment No. 4 to Rail Car Sublease Agreement	 	 Page 
 3









 PART 2. 
  

							
	 Car Number
	 	   Exp. Date  
	 	 Rate 
(Per Car Per

Month)

	 GATX
	 	 206040
	 	6/30/2016	 	*
	 GATX
	 	 206049
	 	6/30/2016	 	*
	 GATX
	 	 206051
	 	6/30/2016	 	*
	 GATX
	 	 206054
	 	6/30/2016	 	*
	 GATX
	 	 206055
	 	6/30/2016	 	*
	 GATX
	 	 206060
	 	6/30/2016	 	*
	 GATX
	 	 206062
	 	6/30/2016	 	*
	 GATX
	 	 206065
	 	6/30/2016	 	*
	 GATX
	 	 206067
	 	6/30/2016	 	*
	 GATX
	 	 206070
	 	6/30/2016	 	*
	 GATX
	 	 206082
	 	6/30/2016	 	*
	 GATX
	 	 206087
	 	6/30/2016	 	*
	 GATX
	 	 206088
	 	6/30/2016	 	*
	 GATX
	 	 206097
	 	6/30/2016	 	*
	 GATX
	 	 206099
	 	6/30/2016	 	*
	 GATX
	 	 206101
	 	6/30/2016	 	*
	 GATX
	 	 206102
	 	6/30/2016	 	*
	 GATX
	 	 206103
	 	6/30/2016	 	*
	 GATX
	 	 206109
	 	6/30/2016	 	*
	 GATX
	 	 206111
	 	6/30/2016	 	*
	 GATX
	 	 206124
	 	6/30/2016	 	*

  

	*	Redacted, confidential treatment requested pursuant to SEC Rule 24b-2. 

  

 
  

 

			
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