AMENDMENT NO. 1 TO CREDIT AGREEMENT
Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of March 31, 2017 (this Amendment), to the Amended and Restated Credit Agreement dated as of February 14, 2017 (such credit agreement being referred to herein as the Credit Agreement) among NGL ENERGY PARTNERS LP, a Delaware limited partnership (Parent), NGL ENERGY OPERATING LLC, a Delaware limited liability company (Borrowers Agent), each subsidiary of the Parent identified as a Borrower under the Credit Agreement (together with the Borrowers Agent, each, a Borrower and collectively, the Borrowers), each subsidiary of Parent identified as a Guarantor under the Credit Agreement (together with the Parent, each, a Guarantor and collectively, the Guarantors) DEUTSCHE BANK AG, NEW YORK BRANCH, as technical agent (in such capacity, together with its successors in such capacity, the Technical Agent) and DEUTSCHE BANK TRUST COMPANY AMERICAS (DBTCA), as administrative agent for the Secured Parties (in such capacity, together with its successors in such capacity, the Administrative Agent) and as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the Collateral Agent) and each financial institution identified as a Lender or an Issuing Bank under the Credit Agreement (each, a Lender and together with the Technical Agent, the Administrative Agent and the Collateral Agent, the Secured Parties).
RECITALS
WHEREAS, the Borrowers have requested certain amendments to the Credit Agreement; and
WHEREAS, the Lenders have agreed to amend the Credit Agreement solely upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise noted herein, terms defined in the Credit Agreement and used herein shall have the respective meanings given to them in the Credit Agreement.
2. Amendment to Section 6.7 (Insurance) of the Credit Agreement. Section 6.7(d) of the Credit Agreement, which addresses certain requirements for insurance policies, is hereby amended by deleting the phrase or substantial modification as it appears in the second sentence immediately after the phrase prior written notice to the Collateral Agent of the cancellation and immediately prior to the phrase thereof.
3. Amendment to Section 7.11 (Financial Covenants) of the Credit Agreement. Section 7.11(b) of the Credit Agreement, which sets forth the Senior Secured Leverage Ratio financial covenant, is hereby amended by deleting in the phrase 3.50 to 1.00 as it appears immediately after the phrase permit the Senior Secured Leverage Ratio of the Credit Parties to be greater than and inserting in lieu thereof, 3.25 to 1.00.
4. Representations and Warranties; No Default. To induce the Lenders to enter into this Amendment, each Credit Party that is a party hereto (by delivery of its respective counterpart to this Amendment) hereby (i) represents and warrants to the Administrative Agent and the Lenders that after giving effect to this Amendment, its representations and warranties contained in the Credit Agreement and other Loan Documents are true and correct in all material respects on and as of the date hereof with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date); (ii) represents and warrants to the Administrative Agent and the Lenders that it (x) has the requisite power and authority to make, deliver and perform this Amendment; (y) has taken all necessary corporate, limited liability company, limited partnership or other action to authorize its execution, delivery and performance of this Amendment, and (z) has duly executed and delivered this Amendment and (iii) certifies that no Default or Event of Default has occurred and is continuing under the Credit Agreement (after giving effect to this Amendment) or will result from the making of this Amendment.
5. Effectiveness of Amendments. This Amendment shall become effective upon the first date on which each of the following conditions has been satisfied:
(a) Amendment Documents. The Administrative Agent shall have received this Amendment, duly executed and delivered by each of the Credit Parties, and by Lenders constituting the Required Lenders.
(b) 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.
(c) Proceedings and Documents. All corporate and other proceedings pertaining directly to this Amendment and all documents, instruments directly incident to this Amendment shall be satisfactory to the required Lenders and their respective 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.
6. Limited Effect. Except as expressly provided hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect. The amendments contained herein shall not be construed as a waiver or amendment of any other provision of the Credit Agreement or the other Loan Documents or for any purpose, except as expressly set forth herein, or a consent to any further or future action on the part of any Credit Party that would require the waiver or consent of the Lenders. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.
7. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAW OF THE STATE OF NEW YORK.
8. Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart hereof by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof.
9. Headings. Section or other headings contained in this Amendment are for reference purposes only and shall not in any way affect the meaning or interpretation of this Amendment.
10. Guarantor Acknowledgement. Each Guarantor party hereto hereby (i) consents to the modifications to the Credit Agreement contemplated by this Amendment and (ii) acknowledges and agrees that its guaranty pursuant to Section 10.18 of the Credit Agreement is, and shall remain, in full force and effect after giving effect to the Amendment.
11. Lender Acknowledgement. Each undersigned Lender, by its signature hereto, hereby authorizes and directs DBTCA in its capacity as Administrative Agent and as Collateral Agent to execute this Amendment.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
| BORROWERS AGENT AND BORROWER: | |
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| NGL ENERGY OPERATING LLC, | |
| a Delaware limited liability company | |
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| By: | /s/ Robert Trey Karlovich III |
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| Name: Robert Trey Karlovich III |
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| Title: Chief Financial Officer and Executive Vice President |
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| PARENT: | |
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| NGL ENERGY PARTNERS LP, | |
| a Delaware limited partnership | |
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| By: | /s/ Robert Trey Karlovich III |
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| Name: Robert Trey Karlovich III |
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| Title: Chief Financial Officer and Executive Vice President |
Signature Page to Amendment No. 1 to Credit Agreement
| GUARANTORS: |
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| ANTICLINE DISPOSAL, LLC |
| CENTENNIAL ENERGY, LLC |
| CENTENNIAL GAS LIQUIDS ULC |
| CHOYA OPERATING, LLC |
| GRAND MESA PIPELINE, LLC |
| HICKSGAS, LLC |
| HIGH SIERRA CRUDE OIL AND MARKETING, LLC |
| HIGH SIERRA ENERGY, LP |
| NGL CRUDE CANADA, ULC |
| NGL CRUDE CANADA HOLDINGS, LLC |
| NGL CRUDE CUSHING, LLC |
| NGL CRUDE LOGISTICS, LLC |
| NGL CRUDE PIPELINES, LLC |
| NGL CRUDE TERMINALS, LLC |
| NGL CRUDE TRANSPORTATION, LLC |
| NGL ENERGY EQUIPMENT, LLC |
| NGL ENERGY FINANCE CORP. |
| NGL ENERGY HOLDINGS II, LLC |
| NGL ENERGY LOGISTICS, LLC |
| NGL ENERGY OPERATING LLC |
| NGL ENERGY PARTNERS LP |
| NGL LIQUIDS, LLC |
| NGL-MA, LLC |
| NGL-MA REAL ESTATE, LLC |
| NGL MARINE, LLC |
| NGL MILAN INVESTMENTS, LLC |
| NGL-NE REAL ESTATE, LLC |
| NGL PROPANE, LLC |
| NGL SHIPPING AND TRADING, LLC |
| NGL SUPPLY TERMINAL COMPANY, LLC |
| NGL SUPPLY TERMINAL SOLUTION MINING, LLC |
| NGL SUPPLY WHOLESALE, LLC |
| NGL WATER SOLUTIONS, LLC |
| NGL WATER SOLUTIONS BAKKEN, LLC |
| NGL WATER SOLUTIONS DJ, LLC |
| NGL WATER SOLUTIONS EAGLE FORD, LLC |
| NGL WATER SOLUTIONS MID-CONTINENT, LLC |
| NGL WATER SOLUTIONS PERMIAN, LLC |
| OPR, LLC |
| OSTERMAN PROPANE, LLC |
| SAWTOOTH NGL CAVERNS, LLC |
| TRANSMONTAIGNE LLC |
| TRANSMONTAIGNE PRODUCT SERVICES LLC |
| TRANSMONTAIGNE SERVICES LLC |
| By: | /s/ Robert Trey Karlovich III |
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| Name:Robert Trey Karlovich III |
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| Title:Chief Financial Officer and Executive Vice President |
Signature Page to Amendment No. 1 to Credit Agreement
| SECURED PARTIES: | ||
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| DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and as Collateral Agent | ||
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| By: | /s/ Chris Chapman | |
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| Name: | Chris Chapman |
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| Title: | Director |
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| By: | /s/ Shai Bandner | |
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| Name: | Shai Bandner |
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| Title: | Vice President |
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| DEUTSCHE BANK AG, NEW YORK BRANCH, | ||
| as a Lender, as Swingline Lender, as an Issuing Bank and as Technical Agent | ||
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| By: | /s/ Chris Chapman | |
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| Name: | Chris Chapman |
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| Title: | Director |
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| By: | /s/ Shai Bandner | |
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| Name: | Shai Bandner |
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| Title: | Vice President |
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Signature Page to Amendment No. 1 to Credit Agreement
| ROYAL BANK OF CANADA, | |
| as a Lender | |
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| By: | /s/ Jason S. York |
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| Name: Jason S. York |
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| Title: Authorized Signatory |
| BNP PARIBAS, | |
| as a Lender and Issuing Bank | |
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| By: | /s/ Jordan Nenoff |
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| Name: Jordan Nenoff |
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| Title: Director |
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| By: | /s/ Pauline Blandin |
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| Name: Pauline Blandin |
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| Title: Vice President |
| PNC BANK, NATIONAL ASSOCIATION, | |
| as a Lender | |
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| By: | /s/ Stephen Monto |
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| Name: Stephen Monto |
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| Title: Senior Vice President |
| BARCLAYS BANK PLC, | |
| as a Lender | |
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| By: | /s/ Jake Lam |
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| Name: Jake Lam |
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| Title: Assistant Vice President |
Signature Page to Amendment No. 1 to Credit Agreement
| ABN AMRO CAPITAL USA LLC, | |
| as a Lender | |
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| By: | /s/ Darrell Holley |
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| Name: Darrell Holley |
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| Title: Managing Director |
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| By: | /s/ Casey Lowary |
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| Name: Casey Lowary |
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| Title: Executive Director |
| TORONTO DOMINION BANK, NEW YORK BRANCH, | |
| as a Lender | |
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| By: | /s/ Savo Bozic |
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| Name: Savo Bozic |
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| Title: Authorized Signatory |
| WELLS FARGO BANK, NATIONAL ASSOCIATION, | |
| as a Lender | |
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| By: | /s/ Jacob L. Osterman |
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| Name: Jacob L. Osterman |
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| Title: Vice President |
| MIZUHO BANK, LTD., | |
| as a Lender | |
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| By: | /s/ Leon Mo |
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| Name: Leon Mo |
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| Title: Authorized Signatory |
Signature Page to Amendment No. 1 to Credit Agreement
| UBS AG, STAMFORD BRANCH, | |
| as a Lender | |
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| By: | /s/ Craig Pearson |
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| Name: Craig Pearson |
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| Title: Associate Director |
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| By: | /s/ Darlene Arias |
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| Name: Darlene Arias |
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| Title: DIrector |
| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, | |
| as a Lender | |
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| By: | /s/ Nupur Kumar |
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| Name: Nupur Kumar |
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| Title: Authorized Signatory |
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| By: | /s/ Lea Barclocher |
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| Name: Lea Barclocher |
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| Title: Authorized Signatory |
| GOLDMAN SACHS BANK USA, | |
| as a Lender | |
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| By: | /s/ Ushma Dedhiya |
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| Name: Ushma Dedhiya |
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| Title: Authorized Signatory |
| MACQUARIE BANK LIMITED, | |
| as a Lender | |
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| By: | /s/ Robert Trevena |
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| Name: Robert Trevena |
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| Title: Division Director |
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| By: | /s/ Nathan Booker |
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| Name: Nathan Booker |
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| Title: Division Director |
Signature Page to Amendment No. 1 to Credit Agreement
| RAYMOND JAMES BANK, N.A., | |
| as a Lender | |
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| By: | /s/ Scott G. Axelrod |
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| Name: Scott G. Axelrod |
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| Title: Senior Vice President |
| CITIZENS BANK, N.A., | |
| as a Lender | |
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| By: | /s/ Scott Donaldson |
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| Name: Scott Donaldson |
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| Title: Senior Vice President |
Signature Page to Amendment No. 1 to Credit Agreement