FACILITY INCREASE AGREEMENT
Exhibit 10.1
EXECUTION VERSION
This FACILITY INCREASE AGREEMENT (this “Agreement”), dated November 1, 2012, is made by NGL ENERGY OPERATING LLC, a Delaware limited liability company (the “Borrowers’ Agent”), each Lender designated on the signature pages hereto as a “New Revolving Lender” (each a “New Revolving Lender” and collectively, the “New Revolving Lenders” and collectively with the Increasing Lender, the “Lenders”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Capitalized terms used in this Agreement and not defined herein, including in this preamble, have the meanings set forth for such terms in the Credit Agreement (as hereinafter defined).
WHEREAS, the Borrowers, the Guarantors, the Administrative Agent, Deutsche Bank AG, New York Branch, as technical agent, Deutsche Bank Trust Company Americas, as collateral agent for the Secured Parties and the Lenders party thereto have entered into a Credit Agreement dated as of June 19, 2012 (as it may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).
WHEREAS, the parties hereto desire to evidence an increase in the aggregate Working Capital Commitment and Acquisition Facility Commitment pursuant to Section 2.4(c) of the Credit Agreement as set forth herein.
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. The aggregate Working Capital and Acquisition Facility Commitments are hereby increased from $197,500,000 to $217,500,000 and from $447,500,000 to $477,500,000, respectively, as of the effective date of this Agreement (the “Increase Effective Date”), the Commitments of the Lenders shall be as set forth in Schedule 1 hereto.
2. Consistent with Section 2.4(c)(v) of the Credit Agreement, as of the Increase Effective Date, Schedule 1 shall supersede and replace Schedule 1.1A of the Credit Agreement.
3. Each New Revolving Lender hereby (i) accepts and agrees to be bound by the terms of the Credit Agreement as a Lender thereunder, and (ii) acknowledges and agrees that the amount of its Commitment after giving effect to the Facility Increase is set forth opposite its name on Schedule 1 hereto.
This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic transmission (in .pdf format) shall be effective as delivery of a manually executed counterpart of this Agreement. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed and delivered by its officer thereunto duly authorized as of the date above first written.
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NGL OPERATING LLC, | |
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as Borrowers’ Agent | |
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By: |
/s/ Xxxxxx X. Xxxxxxxx |
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Name: Xxxxxx X. Xxxxxxxx |
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Title: Senior Vice President, Finance & Treasurer |
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DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent | |
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By: |
/s/ Xxxxx X. Xxxx |
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Name: Xxxxx X. Xxxx |
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Title: Vice President |
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By: |
/s/ Xxxx Xxxxxxx |
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Name: Xxxx Xxxxxxx |
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Title: Vice President |
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DEUTSCHE BANK AG, NEW YORK BRANCH, as Issuing Bank and Swing Line Lender | |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: Xxxxx Xxxxxxx |
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Title: Director |
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Address: | |
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Deutsche Bank AG, New York Branch | |
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00 Xxxx Xxxxxx | |
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Xxx Xxxx, Xxx Xxxx 00000 | |
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Attention: Xxxxx Xxxxxxx | |
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Telephone: (000) 000-0000 | |
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XXXXXXX XXXXX BANK, N.A., as a New Revolving Lender | |
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By: |
/s/ Xxxxxxxxx X. Xxxx |
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Name: Xxxxxxxxx X. Xxxx |
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Title: Senior Vice President |
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Address: | |
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Xxxxxxx Xxxxx Bank, N.A. | |
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0000 Xxxx Xxxxxx, | |
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Xxxxx 0000 | |
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Xxxxxx, Xxxxx 00000 | |
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Attention: Xxxxx X. Xxxxxxxx | |
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Telephone: (000) 000-0000 | |
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Facsimile: (000) 000-0000 | |
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Email: xxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx | |
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ABN AMRO CAPITAL USA LLC, as a New Revolving Lender | |
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By: |
/s/ Xxxxxxx Xxxxxx |
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Name: Xxxxxxx Xxxxxx |
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Title: Managing Director |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: Director |
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Address: | |
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ABN AMRO Capital USA LLC | |
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Energy, Commodities & Transportation | |
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0000 Xxxxx Xxxxxx Xxxxxxx | |
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Xxxxx000 | |
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Xxxxx, Xxxxx 00000 | |
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Attention: Xxxxxx Xxxxxx | |
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Telephone: (000) 000-0000 | |
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Email: xxxxxx.xxxxxx@xxxxxxx.xxx | |
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Acknowledged and agreed, | |
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BNP PARIBAS, | |
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as Issuing Bank | |
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By: |
/s/ Xxxxxxx X. Xxxxxx |
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Name: Xxxxxxx X. Xxxxxx |
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Title: Managing Director |
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By: |
/s/ Xxxxx Xxx |
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Name: Xxxxx Xxx |
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Title: Managing Director |
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Address: | |
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BNP Paribas | |
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000 Xxxxxxx Xxxxxx, 00xx Xxxxx | |
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Xxx Xxxx, Xxx Xxxx 00000 | |
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Attention: Xxxx Xxxxxx | |
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Email: xxxx.xxxxxx@xxxxxxxx.xxxxxxxxxx.xxx | |
