Amendment No. 12 to Credit Agreement

AMENDMENT NO. 12 TO CREDIT AGREEMENT, dated as of February 9, 2016 (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, Amendment No. 2 thereto dated as of May 8, 2013, Amendment No. 3 thereto dated as of September 30, 2013, Amendment No. 4 thereto dated as of November 5, 2013, Amendment No. 5 thereto dated as of December 23, 2013, Amendment No. 6 thereto dated as of June 12, 2014, Amendment No. 7 thereto dated as of June 27, 2014, Amendment No. 8 thereto dated as of December 19, 2014, Amendment No. 9 thereto dated May 1, 2015, Amendment No. 10 thereto dated as of July 31, 2015 and Amendment No. 11 thereto dated as of December 28, 2015 (the credit agreement, as so amended and as otherwise amended, supplemented and 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, 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”).

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.Amendment to Section 1.1 (Defined Terms) of the Credit Agreement. Section 1.1 of the Credit Agreement is hereby amended by adding the following terms to Section 1.1 of the Credit Agreement as new defined terms in the appropriate alphabetical order:

““Amendment No. 12 Effective Date” means February 9, 2016”

““Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.”

““Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.”

““EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.”

““EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.”

““EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.”

““EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.”

““Increased Permitted Redemption Period” means the period from and including the Amendment No. 12 Effective Date to but excluding September 15, 2016.

““TransMontaigne GP Disposition” means the sale of all of the Equity Interests in TransMontaigne GP LLC, a Delaware limited liability company, by TransMontaigne Services LLC, a Delaware limited liability company, to Gulf TLP Holding, LLC, a Delaware limited liability company (or an Affiliate thereof), for aggregate gross cash consideration of approximately $350,000,000 on or before March 31, 2016, which cash consideration shall be applied promptly upon receipt thereof as follows: (i) $250,000,000 of such cash consideration to prepay outstanding Acquisition Revolving Loans and (ii) the remainder of such cash consideration (net of costs, expenses, fees and other similar payments made in connection with such sale) to be applied to prepay outstanding Working Capital Revolving Loans.

““Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.”

3.    Amendments to Section 1.1 (Defined Terms) of the Credit Agreement. Section 1.1 of the Credit Agreement is hereby further amended as follows:

(a)The definition of “Change of Control” is hereby amended by deleting the phrase “on Schedule 5.8 as in effect on the Closing Date” as it appears in clause (a) of such defined term immediately following the phrase “the percentage of the Equity Interests of each Credit Party as set forth” and immediately before the phrase “(other than as a result of a Permitted Disposition)” with the following phrase, “in Part B of Schedule 5.7 on the Amendment No. 12 Effective Date”.

(b)Clause (d) of the definition of “Defaulting Lender” is hereby amended by deleting the word “or” as it appears following the phrase “under any Debtor Relief Law,” at the end of clause (i) therein, and by adding the following phrase immediately after the phrase “any other state or federal regulatory authority acting in such a capacity,” at the end of clause (ii) therein:

“or (iii) becomes the subject of a Bail-In Action”.

(c)The definition of “Indebtedness” is hereby amended by (i) deleting the word “and” as it appears immediately prior to clause (k) and (ii) deleting the period at the end of such definition and inserting in lieu thereof, the following:

“and (l) all mandatory obligations of such Person to purchase, redeem, retire or defease any Equity Interests in such Person or any other Person prior to June 20, 2022, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends.”

4.    Amendments to Section 7.10(a) (Redemption, Dividends, Equity Issuance, Distributions and Payments) of the Credit Agreement. Section 7.10(a) of the Credit Agreement is hereby amended by deleting in its entirety the proviso at the end of clause (i) thereof as it appears immediately before the phrase “or (ii) redemption in connection with a Permitted Acquisition” and inserting in lieu thereof, the following:

“; provided that, notwithstanding the foregoing, (A) during the Increased Permitted Redemption Period and to the extent that both (i) the TransMontaigne GP Disposition has been consummated in accordance with its terms and (ii) the Parent has obtained aggregate net cash proceeds of not less than $200,000,000 from any combination of unsecured Indebtedness permitted by Section 7.1(l) of this Agreement and the Parent’s issuance of Equity Interests in the Parent, in each case incurred or issued on or after the Amendment No. 12 Effective Date, the Parent shall be permitted to redeem, purchase, retire or otherwise acquire common units of the Parent in an aggregate amount not to exceed $75,000,000 (such amount not to be in addition to any other limit set forth in this Section 7.10(a)(i)), and (B) after the expiration of the Increased Permitted Redemption Period, (x) the limits set forth in this Section 7.10(a)(i) (without giving effect to this proviso) shall apply and all of the redemptions, repurchases, retirements or other acquisitions of Equity Interests that occurred during the Increased Permitted Redemption Period shall reduce the available amounts otherwise permitted under Section 7.10(a)(i) (for the avoidance of doubt, redemptions, repurchases, retirements or other acquisitions of Equity Interests made during the Increased Permitted Redemptions Period that were permitted by clause (A) of this proviso shall not be deemed a breach of the limits set forth in Section 7.10(a)(i) after the

expiration of such Increased Permitted Redemption Period), and (y) if the Parent redeems, repurchases, retires or otherwise acquires common units of the Parent in an aggregate amount in excess of $45,000,000 during the Increased Permitted Redemption Period, no Credit Party shall be permitted to redeem, repurchase, retire or otherwise acquire any Equity Interests of the Company prior to January 1, 2019 unless the Parent has delivered a certificate of a Financial Officer of the Parent pursuant to Section 6.3 of this Agreement evidencing that the Leverage Ratio of the Credit Parties as of the last day of the most recently ended fiscal quarter ending after December 31, 2015 is not greater than 3.50 to 1.00”.

5.    Amendment to Article X (Miscellaneous) of the Credit Agreement. Article X of the Credit Agreement is hereby amended by adding the below as new Section 10.27 (Acknowledgement and Consent to Bail-In of EEA Financial Institutions) at the end of such Article clause:

“Section 10.27 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder that may be payable to it by any party hereto that is an EEA Financial Institution; and

(b)the effects of any Bail-in Action on any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

6.    Amendment to Schedule 5.7 of the Credit Agreement (Subsidiaries, Jurisdictions of Foreign Qualification; Capitalization). Schedule 5.7 of the Credit Agreement is hereby amended by deleting such Schedule in its entirety and replacing it with the Schedule 5.7 attached hereto as Annex A.

7.    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 each Agent and the Lenders that after giving effect to this Amendment, 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 in connection with this Amendment and all other documents delivered in connection herewith it (x) has the requisite power and authority to make, deliver and perform the same; (y) has taken all necessary corporate, limited liability company, limited partnership or other action to authorize its execution, delivery and performance of the same, and (z) has duly executed and delivered the same; and (iii) certifies that no Default or Event of Default has occurred and is continuing under the Credit Agreement (both immediately before and after giving effect to this Amendment) or will result from the making of this Amendment.

8.    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 executed and delivered by a duly authorized officer of each Credit Party party hereto and duly executed counterparts to this Amendment from the Lenders constituting the Required Lenders.

(b)    Fees and Expenses. The Borrowers shall have paid to the Administrative Agent for the account of (i) the Agents and Lenders 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 without limitation in connection with this Amendment) and (ii) each Lender that delivers an executed counterpart to this Amendment to the Technical Agent prior to noon (New York time) February 8, 2016, a fee equal to 0.05% multiplied by the aggregate amount of such Lender’s Commitment at such time under the Credit Agreement.

(c)    Proceedings and Documents: All corporate and other proceedings pertaining directly to this Amendment and all documents and instruments directly incident to this Amendment shall be satisfactory to the required Lenders and their counsel and the Technical Agent shall have received all such counterpart originals or certified or other copies of such documents as the Technical Agent may reasonably request.

9.    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.

11.    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.

12.    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.

13.    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.

14.    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.

By: /s/ Jessica McGuire

Name: Jessica McGuire

Title: Assistant Vice President

THE ROYAL BANK OF SCOTLAND PLC,

as a Lender

Part A. ¹ 

¹ Each entity denoted by a † is a Credit Party as of the Amendment No. 12 Effective Date. Each entity denoted by an * has been designated by the Credit Parties to be an Immaterial Subsidiary as of the Amendment No. 12 Effective Date.

² Specifically carved out of the “Subsidiary” definition, but included here for completeness.

³ Does not meet the definition of “Subsidiary”, but included here for completeness.

Part B. ⁷ 

⁷ Each entity denoted by a † is a Credit Party as of the Amendment No. 12 Effective Date. Each entity denoted by an * has been designated by the Credit Parties to be an Immaterial Subsidiary as of the Amendment No. 12 Effective Date.

⁸ Specifically carved out of the “Subsidiary” definition, but included here for completeness.