0001104659-13-003439.txt : 20130118 0001104659-13-003439.hdr.sgml : 20130118 20130118163423 ACCESSION NUMBER: 0001104659-13-003439 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130115 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130118 DATE AS OF CHANGE: 20130118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NGL Energy Partners LP CENTRAL INDEX KEY: 0001504461 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 273427920 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35172 FILM NUMBER: 13537929 BUSINESS ADDRESS: STREET 1: 6120 S. YALE STREET 2: SUITE 805 CITY: TULSA STATE: OK ZIP: 74136 BUSINESS PHONE: 918.481.1119 MAIL ADDRESS: STREET 1: 6120 S. YALE STREET 2: SUITE 805 CITY: TULSA STATE: OK ZIP: 74136 FORMER COMPANY: FORMER CONFORMED NAME: Silverthorne Energy Partners LP DATE OF NAME CHANGE: 20101028 8-K 1 a13-3215_28k.htm 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 15, 2013

NGL ENERGY PARTNERS LP

(Exact name of registrant as specified in its charter)

Delaware	001-35172	27-3427920
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

6120 South Yale Avenue
Suite 805
Tulsa, Oklahoma 74136

(Address of principal executive offices) (Zip Code)

(918) 481-1119

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On January 15, 2013, NGL Energy Partners LP (the “Partnership”), NGL Energy Operating, LLC, in its capacity as borrowers’ agent, and the other subsidiary borrowers party thereto entered into Amendment No. 1 to Credit Agreement (the “Credit Agreement Amendment”) with Deutsche Bank Trust Company Americas, as administrative agent, and the other financial institutions party thereto. The Credit Agreement Amendment, among other things, increased the aggregate commitments under the Partnership’s credit facility from $695 million to $770 million.

In addition, on January 15, 2013, the Partnership entered into Amendment No. 1 to Note Purchase Agreement (the “Note Purchase Agreement Amendment”) with the purchasers named therein which, among other things, permits increased borrowings under the credit facility, as amended by the Credit Agreement Amendment.

The Note Purchase Agreement Amendment and Credit Agreement Amendment are filed as Exhibit 4.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K and incorporated by reference herein. The above description of the material terms of the Note Purchase Agreement Amendment and the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.1 and Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Amendment No. 1 to Note Purchase Agreement, dated as of January 15, 2013, among the Partnership and the purchasers named therein.
10.1		Amendment No. 1 to Credit Agreement, dated as of January 15, 2013, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NGL ENERGY PARTNERS LP


		By:	NGL Energy Holdings LLC,
			its general partner


Date: January 18, 2013			By:	/s/ H. Michael Krimbill
				H. Michael Krimbill
				Chief Executive Officer and
				Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
4.1		Amendment No. 1 to Note Purchase Agreement, dated as of January 15, 2013, among the Partnership and the purchasers named therein.
10.1		Amendment No. 1 to Credit Agreement, dated as of January 15, 2013, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto.

EX-4.1 2 a13-3215_2ex4d1.htm EX-4.1

Exhibit 4.1

Execution Version

AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of January 15, 2013, but effective as of the Effective Date (as defined in Section 2 hereof), is among NGL ENERGY PARTNERS LP, a Delaware limited partnership (the “Company”), and the NOTEHOLDERS listed on the signature pages hereto (collectively, the “Noteholders”).

RECITALS:

A. The Company and the Purchasers party thereto entered into a Note Purchase Agreement dated as of June 19, 2012 (the “Existing Note Agreement”, and as amended hereby, the “Note Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Note 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 that the Noteholders amend the Existing Note Agreement as more fully described herein below.

D. The Noteholders are willing to agree 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 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 Agreement as set forth below, effective as of the Effective Date (as hereinafter defined):

(a) Section 7.1 of the Existing Note Agreement is hereby amended by (i) deleting the punctuation “.” at the end of each of clause (f) and clause (g) thereof and inserting in lieu of each thereof “;” and (ii) adding a new Section 7.1(h), to read in its entirety to read as follows:

(h) Borrowing Base Certificate — a Borrowing Base Certificate and Product Position Report, each in form and substance reasonably acceptable to the Required Holders (i) within 10 Business Days of the end of each month, (ii) at such other times as the Note Parties shall elect, and (iii) following the occurrence of an Event of Default, at such other times as the Required Holders may request for the period covered thereby, in each case together with supporting documentation; and

(b) Section 7.1 of the Existing Note Agreement is hereby amended by adding a new Section 7.1(i), to read in its entirety to read as follows:

(i) Secured Qualified Hedging Obligations — promptly, and in any event within five Business Days after a Responsible Officer of the Company becomes aware of the occurrence of any ECP Collateral Shortfall under Section 2.5(f) of the Credit Agreement (as in effect on the Amendment No. 1 Effective Date) or that the Administrative Agent or any other Person has given any notice or taken any action with respect to a claimed Collateral insufficiency thereunder, a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto, in each case together with supporting documentation.

(c) Sections 9.12(b) and 9.12(c) of the Existing Note Agreement are hereby amended and restated in their entirety as follows:

(b) (i) Keep the Risk Management Policy in full force and effect, and in accordance therewith, conduct its business in compliance with the Risk Management Policy, and (ii) ensure that the Note Parties’ Net Open Positions at no time exceeds 175,000 barrels or barrel equivalents of Crude Oil and no more than 400,000 barrels of Natural Gas Liquids.

(c) Provide written notice to the holders of Notes of any material amendment, modification, supplement or other change to the Risk Management Policy not later than 10 Business Days after any such amendment, modification, supplement or other change; provided that changes in personnel reflected in the Risk Management Policy will not be deemed “material” for purposes of this Section 9.12(c) and provided further that no changes shall be made by the Note Parties that would have the effect of causing the Note Parties’ Net Open Positions to exceed 175,000 barrels or barrel equivalents of Crude Oil or 400,000 barrels of Natural Gas Liquids at any time without the prior written consent of the Required Holders.

(d) Section 9.15(c) of the Existing Note Agreement is hereby amended by (i) deleting the “.” at the end thereof and (ii) adding the following immediately following the phrase “pursuant to clause (ii) above)” as it appears at the end thereof:

; provided that, no Subsidiary that has been designated by the Company as an Exempted Joint Venture shall be required to become a Guarantor or grant any Liens hereunder or under any other Note Document to the extent that such Subsidiary continues to qualify as an Exempted Joint Venture; it being understood that no Exempted Joint Venture shall be eligible for an exemption from the requirements of this Section 9.15(c) if at the time of designation by the Company, the Investment basket set forth in Section 10.9(l) of this Agreement has been exhausted.

(e) Section 10.5 of the Existing Note Agreement is hereby amended by (i) deleting “and” as it appears at the end of clause (n) thereof; (ii) deleting the punctuation “.” at the end of clause (o) thereof and inserting in lieu thereof “; and”, and (iii) by adding the following as new

clause (p) immediately following clause (o) thereof:

(p) Liens arising from the posting of cash or Cash Equivalents in favor of a Qualified Counterparty as and when required pursuant to Hedging Agreements permitted under Section 9.12.

(f) Section 10.9 of the Existing Note Agreement is hereby amended by (i) deleting “and” as it appears at the end of clause (j) thereof; (ii) deleting the punctuation “.” at the end of clause (k) thereof and inserting in lieu thereof “; and”, and (iii) by adding the following as new clause (l) immediately following clause (k) thereof:

(l) loans or advances to, or Investments in, any Exempted Joint Venture; provided that (i) the aggregate amount of all loans, advances and Investments permitted under this provision shall not exceed $125,000,000 during the term of this Agreement and (ii) with respect to each such loan, advance, or Investment, the Note Parties shall be in pro forma compliance with the financial covenants set forth in Section 10.6 of this Agreement immediately before and after giving effect to such loan, advance or Investment.

(g) Section 11(c) of the Existing Note Agreement is hereby amended and restated in its entirety as follows:

(c) (x) the Company defaults in the performance of or compliance with any term contained in Sections 5.14, 7.1(a), 7.1(b), 7.1(e), 7.1(f), 7.2, 9.2, 9.15 or Section 10, or (y) the Company defaults in the performance of or compliance with any term contained in Section 9.12(b)(ii) and such default is not remedied within three Business Days after the earlier of (i) a Responsible Officer of a Note Party obtaining actual knowledge of such default and (ii) the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(c)(y)); or

(h) Section 11 of the Existing Note Agreement is hereby amended by deleting clause (l) thereof in its entirety.

(i) Schedule B of the Existing Note Agreement is hereby amended by adding the following definitions in their proper alphabetical order:

“Amendment No. 1” means Amendment No. 1 to Note Purchase Agreement, date as of January 15, 2013, by and among the Company and the holders of Notes party thereto.

“Amendment No. 1 Effective Date” means the “Effective Date” as defined in Amendment No. 1.

“Borrowing Base Certificate” means a certificate completed in the form of Exhibit G attached to the Credit Agreement (and otherwise in form and substance satisfactory to the Purchasers), signed by a Responsible Officer of the Company.

“ECP Collateral Shortfall” shall have the meaning specified for such term in the Credit Agreement as in effect on the Amendment No. 1 Effective Date.

“Exempted Joint Venture” means, at any time, any Business Entity that is not a Note Party (i) whose Equity Interests are directly held legally or beneficially by a Note Party (or group of Note Parties) in an amount not to exceed 75% of the outstanding Equity Interests of such Business Entity, determined as of the date the Company designated such Business Entity to be an “Exempted Joint Venture” consistent with (iii) below, (ii) all of whose Equity Interests held by any Note Party are subject to a first priority perfected security interest for the benefit of the Secured Parties pursuant to the Security Agreement (except that such Equity Interests shall not be deemed “Excluded Assets” as defined in the Security Agreement), (iii) that has been designated, in writing, by the Company to the holders of the Notes to be an “Exempted Joint Venture”, and (iv) that is engaged in a business consistent with Section 10.3 of this Agreement.

“Product Position Report” means a report in form and substance satisfactory to the Purchasers detailing inventory, derivative contracts on Product, including futures, and fixed price Product purchase and sale agreements.

Section 2. CONDITIONS PRECEDENT. The amendments provided in Section 1 of this Amendment shall become effective (the date of such effectiveness being referred to herein as the “Effective Date”) upon the satisfaction of each of the following conditions (with each of the documents referred to below being in form and substance satisfactory to the Noteholders and in full force and effect):

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

(b) Representations and Warranties. Each of the representations and warranties made in this Amendment shall be true and correct on and as of the Effective Date as if made on and as of such date, both before and after giving effect to this Amendment.

(c) Amendment to Credit Agreement Documents. The Noteholders shall have received a copy of an amendment in respect of the Credit Agreement (the “Credit Agreement Amendment”), dated the date hereof, and any other documents entered into in connection therewith (collectively, the “Credit Agreement Amendment Documents”), in each case in form and substance satisfactory to the Noteholders and executed and delivered by the Note Parties, the Administrative Agent and the Required Lenders (as defined in the Credit Agreement), as applicable.

(d) Omnibus Amendment to Other Note Documents. The Noteholders shall have received a copy of an omnibus amendment in respect of the Security Agreement and the Intercreditor Agreement dated the date hereof, in form and substance satisfactory to the Noteholders and executed and delivered by the Note Parties, the Noteholders, the Administrative Agent, the Collateral Agent and certain of the other Secured Parties, as applicable.

(e) Payment of Amendment Fee. The Company shall have paid a fee to each Noteholder equal to 0.05% multiplied by the aggregate outstanding principal amount of the

Notes held by such Noteholder.

(f) Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Amendment and all documents and instruments incident to such transactions shall be satisfactory to the Noteholders and their special counsel, and the Noteholder and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as the Noteholders or such special counsel may reasonably request.

Section 3. REPRESENTATIONS AND WARRANTIES. To induce the Noteholders to enter into this Amendment, the Company represents and warrants to the Noteholders on the Effective Date as follows:

(a) Organization; Power and Authority. Each Note Party is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each Note Party has the organizational power and authority to execute and deliver this Amendment and any other documents in connection herewith (collectively, the “Note Agreement Amendment Documents”) to which it is a party and to perform the provisions hereof and thereof.

(b) Due Authorization; Binding Effect. The Note Agreement Amendment Documents have been duly authorized, executed and delivered by the Note Parties party thereto, and the Note Agreement Amendment Documents and the Note Documents (as and to the extent amended on the date hereof) constitute the legal, valid and binding obligations of each Note Party party thereto, enforceable in accordance with their terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(c) Note Agreement Representations and Warranties. Each of the representations and warranties made by the Note Parties in the Note Agreement is true and correct 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 as of such earlier date).

(d) No Default. No Default or Event of Default exists under any of the Note Documents before or after giving effect to the amendments provided hereunder.

(e) Compliance with Laws; Governmental Consents. The execution, delivery and performance of this Amendment and the other Note Agreement Amendment Documents by the Note Parties party thereto, and compliance by the Note Parties with all the provisions hereof and thereof, will not conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

(f) Amendment Fee. The Company has paid (or will pay) a fee to each of the Lenders executing the Credit Agreement Amendment equal to 0.05% multiplied by the aggregate

outstanding Commitments (as defined in the Credit Agreement) of such Lender under the Credit Agreement (excluding any fees separately payable to any Lenders increasing their commitments in connection with the Credit Agreement Amendment).

Section 4. EXPENSES.

Whether or not the transactions contemplated hereby are consummated, 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 Noteholders relating to this Amendment and the other Note Agreement Amendment Documents, 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 the other Note Agreement Amendment Documents, and all other related documentation. This Section 4 shall not be construed to limit the Company’s obligations under Section 15.1 of the Note Agreement.

Section 5. MISCELLANEOUS.

(a) APPLICABLE 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, the Guarantors consent to the execution and delivery of this Amendment and the other Note Agreement Amendment Documents by the parties hereto. As a material inducement to the undersigned to amend the Existing Note 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 and the other Note Agreement Amendment Documents 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 Agreement which apply to Note Documents apply hereto.

(Remainder of Page Intentionally Left Blank; Signature Page Follows)

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:	/s/ H. Michael Krimbill
	Name:	H. Michael Krimbill
	Title:	Chief Executive Officer

Signature Page to Amendment No. 1 to Note Agreement

The foregoing is hereby
agreed to as of the
date hereof.


NOTEHOLDERS:


THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA, as a Noteholder


By:	/s/ [illegible signature]
	Vice President


PRUCO LIFE INSURANCE COMPANY, as a Noteholder


By:	/s/ [illegible signature]
	Vice President


UNIVERSAL PRUDENTIAL ARIZONA
REINSURANCE COMPANY, as a Noteholder


By:		Prudential Investment Management, Inc.,
		as investment manager


		By:	/s/ [illegible signature]
			Vice President


PRUDENTIAL ARIZONA REINSURANCE
CAPTIVE COMPANY, as a Noteholder


By:		Prudential Investment Management, Inc.,
		as investment manager


		By:	/s/ [illegible signature]
			Vice President

Signature Page to Amendment No. 1 to Note Agreement

PRUDENTIAL ARIZONA REINSURANCE
UNIVERSAL COMPANY, as a Noteholder

By:	Prudential Investment Management, Inc.,
	as investment manager


	By:	/s/ [illegible signature]
		Vice President


PRUDENTIAL RETIREMENT INSURANCE
AND ANNUITY COMPANY, as a Noteholder

By:	Prudential Investment Management, Inc.,
	as investment manager


	By:	/s/ [illegible signature]
		Vice President

Signature Page to Amendment No. 1 to Note Agreement

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/ Ted Etlinger
	Name:		Ted Etlinger
	Title:		Managing Director

Signature Page to Amendment No. 1 to Note Agreement

TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA, as a Noteholder


By:	/s/ Andrew M. Leicester
Name:		Andrew M. Leicester
Title:		Director

Signature Page to Amendment No. 1 to Note Agreement

SUN LIFE ASSURANCE COMPANY OF
CANADA, as a Noteholder


By:	/s/ Keith Cressman
Name: Keith Cressman
Title: Senior Managing Director


By:	/s/ Ben Baidoe-Ansah
Name: Ben Baidoe-Ansah
Title: Senior Director

Signature Page to Amendment No. 1 to Note Agreement

Agreed to and acknowledged by the undersigned:

GUARANTORS:

NGL ENERGY OPERATING LLC, a Delaware
limited liability company


By:	/s/ H. Michael Krimbill
	Name:	H. Michael Krimbill
	Title:	Chief Financial Officer


NGL SUPPLY, LLC, a Delaware limited liability company


By:	/s/ H. Michael Krimbill
	Name:	H. Michael Krimbill
	Title:	Chief Financial Officer


HICKSGAS, LLC, a Delaware limited liability company


By:	/s/ H. Michael Krimbill
	Name:	H. Michael Krimbill
	Title:	Chief Financial Officer


NGL SUPPLY RETAIL, LLC, a Delaware limited liability company


By:	/s/ H. Michael Krimbill
	Name:	H. Michael Krimbill
	Title:	Chief Financial Officer

Signature Page to Amendment No. 1 to Note Agreement

NGL SUPPLY WHOLESALE, LLC, a Delaware limited liability company


By:	/s/ H. Michael Krimbill
	Name:	H. Michael Krimbill
	Title:	Chief Financial Officer


NGL SUPPLY TERMINAL COMPANY, LLC, a Delaware limited liability company


By:	/s/ H. Michael Krimbill
	Name:	H. Michael Krimbill
	Title:	Chief Financial Officer


OSTERMAN PROPANE, LLC, a Delaware limited liability company


By:	/s/ H. Michael Krimbill
	Name:	H. Michael Krimbill
	Title:	Chief Financial Officer


NGL-NE REAL ESTATE, LLC, a Delaware limited liability company


By:	/s/ H. Michael Krimbill
	Name:	H. Michael Krimbill
	Title:	Chief Financial Officer


NGL-MA REAL ESTATE, LLC, a Delaware limited liability company


By:	/s/ H. Michael Krimbill
	Name:	H. Michael Krimbill
	Title:	Chief Financial Officer

Signature Page to Amendment No. 1 to Note Agreement

NGL-MA, LLC, a Delaware limited liability company


By:	/s/ H. Michael Krimbill
	Name:	H. Michael Krimbill
	Title:	Chief Financial Officer


NGL-NE, LLC, a Delaware limited liability company


By:	/s/ H. Michael Krimbill
	Name:	H. Michael Krimbill
	Title:	Chief Financial Officer

Signature Page to Amendment No. 1 to Note Agreement

HIGH SIERRA ENERGY, LP, a Delaware limited partnership


By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President


GREENSBURG OILFIELD, LLC, a Colorado limited liability company


By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President


ANTICLINE DISPOSAL, LLC, a Wyoming limited liability company


By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President


HIGH SIERRA SERTCO, LLC, a Colorado limited liability company

By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President

Signature Page to Amendment No. 1 to Note Agreement

HIGH SIERRA ENERGY MARKETING, LLC, a Colorado limited liability company


By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President


CENTENNIAL ENERGY, LLC, a Colorado limited liability company


By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President


CENTENNIAL GAS LIQUIDS ULC, an Alberta unlimited liability company


By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President


HIGH SIERRA TRANSPORTATION, LLC, a Colorado limited liability company


By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President

Signature Page to Amendment No. 1 to Note Agreement

HIGH SIERRA CRUDE OIL & MARKETING, LLC, a Colorado limited liability company


By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President


HIGH SIERRA WATER SERVICES, LLC, a Colorado limited liability company


By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President


ANDREWS OIL BUYERS, INC., a Texas corporation


By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President


HIGH SIERRA ENERGY OPERATING, LLC, a Colorado limited liability company


By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President

Signature Page to Amendment No. 1 to Note Agreement

HIGH SIERRA COMPRESSION, LLC, a Colorado limited liability company


By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President


HIGH SIERRA WATER HOLDINGS, LLC, a Colorado limited liability company


By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President


PETRO SOURCE TRANSPORTATION, L.L.C. , a Colorado limited liability company


By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President

Signature Page to Amendment No. 1 to Note Agreement

HIGH SIERRA WATER-EAGLE FORD, LLC, a Delaware limited liability company


By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer & President


PETRO SOURCE TERMINALS, LLC, a Texas limited liability company


By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer & President

Signature Page to Amendment No. 1 to Note Agreement

BLACK HAWK GATHERING, L.L.C.,
a Texas limited liability company

By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer & President


MIDSTREAM OPERATIONS L.L.C.,
a Texas limited liability company

By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer & President


PECOS GATHERING & MARKETING, L.L.C.,
a Texas limited liability company

By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer & President


STRIKER OILFIELD SERVICES, LLC,
a Texas limited liability company

By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer & President


TRANSWEST LEASING, LLC,
a Texas limited liability company

By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer & President

Signature Page to Amendment No. 1 to Note Agreement

THIRD COAST TOWING, LLC,
a Texas limited liability company

By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer & President

Signature Page to Amendment No. 1 to Note Agreement

EX-10.1 3 a13-3215_2ex10d1.htm EX-10.1

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 1 TO CREDIT AGREEMENT

AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of January 15, 2013 (this “Amendment”), to that certain CREDIT AGREEMENT, dated as of June 19, 2012 (as amended, supplemented, or otherwise 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,” “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. 1 Effective Date is $527,500,000.”

(ii) 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. 1 Effective Date, the Total Acquisition Revolving Commitment is $527,500,000.”

(iii) 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. 1 Effective Date, the Total Commitment is $770,000,000.”

(iv) 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. 1 Effective Date, the Total Working Capital Revolving Commitment is $242,500,000.”

(v) 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. 1 Effective Date is $242,500,000.”

(b) The definition of “Clean-Down Period” shall be deleted in its entirety.

“‘Amendment No. 1 Effective Date’ means January 15, 2013.”

“‘ECP Collateral Shortfall’ has the meaning assigned to such term in Section 2.5(f) of this Agreement.”

“‘ECP Collateral’ means the Collateral provided by the ECP Grantors.”

“‘ECP Grantor’ means each Grantor that qualifies as an “eligible contract participant” under Title VII of the Dodd-Frank Wall Street Reform Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith.”

“‘Exempted Joint Venture’ means, at any time, any Business Entity that is not a Credit Party (i) whose Equity Interests are directly held legally or beneficially by a Credit Party (or group of Credit Parties) in an amount not to exceed 75% of the outstanding Equity Interests of such Business Entity, determined as of the date the Borrower’s Agent designated such Business Entity to be an “Exempted Joint Venture” consistent with (iii) below, (ii) all of whose Equity Interests held by any Credit Party are subject to a first priority perfected security interest for the benefit of the Secured Parties consistent with the Security Agreement (except that such Equity Interests shall not be deemed “Excluded Assets” as defined in the Security Agreement), (iii) that has been designated, in writing, by the Borrowers’ Agent to the Administrative Agent to be an “Exempted Joint Venture”, and (iv) that is engaged in a business consistent with Section 7.5 of this Agreement.”

“‘Maximum Commitment’ means $820,000,000.”

“‘Non-ECP Grantor’ means each Grantor that is not an ECP Grantor.”

“‘Non-ECP Collateral’ means the Collateral provided by the Non-ECP Grantors.”

3. Amendment to Section 2.1(c) of the Credit Agreement (Reallocation of Commitments). Section 2.1(c) of the Credit Agreement is hereby amended by (i) deleting the phrase “10 Business Days” as it appears at the end of clause (i) in the third sentence of Section of 2.1(c), and (ii) inserting in lieu thereof “5 (five) Business Days”.

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

“(D) the aggregate amount of Facility Increases from the Amendment No. 1 Effective Date until the Termination Date shall not exceed $50,000,000, (E) at no time shall the Total Commitments exceed the Maximum Commitment”

5. Amendment to Section 2.5(f) of the Credit Agreement (Clean Down Period). Clause (f) of Section 2.5 of the Credit Agreement is hereby amended by deleting such clause in its entirety and inserting in lieu thereof the following :

“(f) If the Collateral would, at any time, reasonably be expected to yield proceeds insufficient to repay the Secured Qualified Hedging Obligations pro rata with the other Obligations after applying such proceeds in a manner consistent with Section 9 of the Intercreditor Agreement and the limitation on the application of Non-ECP Collateral set forth in Section 2.1 of the Security Agreement (the positive amount of such insufficiency, the “ECP Collateral Shortfall”), then the Borrowers shall immediately cause the Secured Qualified Hedging Obligations to be prepaid or otherwise collateralized in an amount sufficient to reduce the ECP Collateral Shortfall to the pro rata shortfall, if any, on the other Obligations; provided that no prepayment or collateralization shall be required if the Borrowers’ Agent submits a written plan to the Administrative Agent and the Technical Agent within three (3) Business Days (or such later date as is acceptable to the Technical Agent) of the existence of the ECP Collateral Shortfall, which plan shall provide for the conversion of Non-ECP Collateral to ECP Collateral (whether through guaranties or keepwell agreements of Non-ECP Grantors, or through any other means consistent with the Dodd-Frank Wall Street Reform Consumer Protection Act, as determined by the Technical Agent in its reasonable discretion) and which plan shall be (i) satisfactory to the Technical Agent in its reasonable discretion, (ii) expected to reduce the ECP Collateral Shortfall consistent with this Section 2.5(f), and (iii) fully implemented within ten (10) Business Days (or such later date as is acceptable to the Technical Agent) of the existence of the applicable ECP Collateral Shortfall.”

6. Amendment to Section 2.15(a) of the Credit Agreement (Letters of Credit). Clause (ix) of Section 2.15(a) of the Credit Agreement is hereby amended by (i) deleting “$5,000,000” as it appears at the end thereof and (ii) inserting in lieu thereof “$50,000,000”.

7. Amendment to Section 6.10(c) of the Credit Agreement (Borrowers; Guarantors; Joinder Agreements). Section 6.10(c) of the Credit Agreement is hereby amended by (i) deleting the “.” at the end thereof and (ii) adding the following immediately following the phrase “sole discretion)” as it appears at the end thereof:

; provided further that no Subsidiary that has been designated by the Borrowers’ Agent as an Exempted Joint Venture shall be required to become a Guarantor or grant any Liens

hereunder or under any other Loan Document to the extent that such Subsidiary continues to qualify as an Exempted Joint Venture; it being understood that no Exempted Joint Venture shall be eligible for an exemption from the requirements of this Section 6.10 if at the time of designation by the Borrowers’ Agent, the Investment basket set forth in Section 7.7(l) of this Agreement has been exhausted.”

8. Amendment to Section 7.2 of the Credit Agreement (Liens). Section 7.2 of the Credit Agreement is hereby amended by (i) deleting “and” as it appears at the end of clause (n) thereof; (ii) deleting the punctuation “.” at the end of clause (o) thereof and inserting in lieu thereof “; and”, and (iii) by adding the following as new clause (p) immediately following clause (o) thereof:

“(p) Liens arising from the posting of cash or Cash Equivalents in favor of a Qualified Counterparty as and when required pursuant to Hedging Agreements permitted under Section 6.17.

9. Amendment to Section 7.7 of the Credit Agreement (Investments, Loans). Section 7.7 of the Credit Agreement is hereby amended by (i) deleting “and” as it appears at the end of clause (j) thereof; (ii) deleting the punctuation “.” at the end of clause (k) thereof and inserting in lieu thereof “; and”, and (iii) by adding the following as new clause (l) immediately following clause (k) thereof:

“(l) loans or advances to, or Investments in, any Exempted Joint Venture; provided that (i) the aggregate amount of all loans, advances and Investments permitted under this provision shall not exceed $125,000,000 during the term of this Agreement and (ii) that with respect to each such loan, advance, or Investment hereunder, the Credit Parties shall be in pro forma compliance with the financial covenants set forth in Section 7.11 of this Agreement immediately before and after giving effect to such loan, advance or Investment.”

10. Amendment to Section 10.18 of the Credit Agreement (Guaranty). Section 10.18 of the Credit Agreement is hereby amended by adding the following as new clause (h) immediately following clause (g) thereof:

“Notwithstanding anything to the contrary contained herein or in any other Loan Documents, no Non-ECP Grantor shall guaranty any Secured Qualified Hedging Obligations.”

11. 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.

12. Representations and Warranties. To induce the Lenders to enter into this Amendment, the Borrowers hereby 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).

13. 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 omnibus amendment to the Security Documents, 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 an amended Notes to reflect its revised Commitments under the Credit Agreement, shall have received such requested Notes in form and substance satisfactory to it.

14. Fees and Expenses. The Borrowers shall, upon demand, pay to the Administrative Agent the amount of any and all reasonable fees, costs and expenses incurred in connection with this Amendment as provided pursuant to Section 10.9 of the Credit Agreement.

15. 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.

16. 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.

17. 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.

18. 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.

19. 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]

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,
	a Delaware limited liability company


	By:	/s/ H. Michael Krimbill
		Name: H. Michael Krimbill
		Title: Chief Financial Officer


	NGL SUPPLY, LLC,
	a Delaware limited liability company


	By:	/s/ H. Michael Krimbill
		Name: H. Michael Krimbill
		Title: Chief Financial Officer


	HICKSGAS, LLC,
	a Delaware limited liability company


	By:	/s/ H. Michael Krimbill
		Name: H. Michael Krimbill
		Title: Chief Financial Officer


	NGL SUPPLY RETAIL, LLC,
	a Delaware limited liability company


	By:	/s/ H. Michael Krimbill
		Name: H. Michael Krimbill
		Title: Chief Financial Officer