AMENDMENT NO. 4 TO CREDIT AGREEMENT
Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 4 TO CREDIT AGREEMENT
AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of November 5, 2013 (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, and Amendment No. 3 thereto dated as of September 30, 2013 (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”).
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 1.1. The following terms: “Acquisition Revolving Commitment”, “Applicable Commitment Fee Percentage”, “Applicable Margin”, “Issuance Cap”, “Issuing Bank”, “Maximum Commitment”, “Termination Date”, “Total Acquisition Revolving Commitment,” “Total Commitment,” “Total Working Capital Revolving Commitment,” and “Working Capital Revolving Commitment,” set forth in Section 1.1 of the Credit Agreement are hereby amended as set forth below:
(a) 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. 4 Effective Date is $785,500,000.”
(b) The definition of “Applicable Commitment Fee Percentage” is hereby amended by deleting the table that specifies the Commitment Fee Percentage as a function of the Leverage Ratio in its entirety and inserting in lieu thereof the following table:
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Leverage Ratio |
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Commitment Fee Percentage |
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Category 1: |
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0.375 |
% |
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Category 2: |
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0.375 |
% |
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Category 3: |
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0.375 |
% |
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Category 4: |
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0.50 |
% |
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Category 5: |
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0.50 |
% |
(c) The definition of “Applicable Margin” is hereby amended by deleting the table that specifies the Per Annum Percentage for the Applicable Margin as a function of the Leverage Ratio in its entirety and inserting in lieu thereof the following table:
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Leverage Ratio |
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Per Annum Percentage for |
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Per Annum Percentage for |
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Category 1: |
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1.50 |
% |
0.50 |
% |
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Category 2: |
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1.75 |
% |
0.75 |
% |
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Category 3: |
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2.00 |
% |
1.00 |
% |
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Category 4: |
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2.25 |
% |
1.25 |
% |
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Category 5: |
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2.50 |
% |
1.50 |
% |
(d) The definition of “Issuance Cap” is hereby amended by deleting in its entirety the table that specifies the aggregate dollar limit of Letters of Credit to be issued by each Issuing Bank and by inserting in lieu thereof the following table:
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Issuing Bank |
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Issuance Cap |
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Deutsche Bank AG New York Branch |
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$ |
100,000,000 |
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BNP Paribas, New York Branch |
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$ |
500,000,000 |
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Bank of America |
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$ |
200,000,000 |
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PNC Bank, National Association |
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$ |
200,000,000 |
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(e) The definition of “Issuing Bank” is hereby amended by inserting the following immediately after the phrase “BNP Paribas, New York Branch” and immediately before the phrase “and such additional Lenders”::
“, PNC Bank, National Association”
(f) The definition of “Maximum Commitment” as set forth in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
“‘Maximum Commitment’ means $1,750,000,000.”
(g) The definition of “Termination Date” as set forth in Section 1.1 of the Credit Agreement is hereby amended by deleting the reference to June 19, 2017 as it appears in clause (a) thereof and inserting in lieu thereof “November 5, 2018”.
(h) 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. 4 Effective Date, the Total Acquisition Revolving Commitment is $785,500,000.”
(i) 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. 4 Effective Date, the Total Commitment is $1,671,000,000.”
(j) 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. 4 Effective Date, the Total Working Capital Revolving Commitment is $885,500,000.”
(k) 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. 4 Effective Date is $885,500,000.”
3. Amendment to Section 1.1. Section 1.1 of the Credit Agreement is hereby further amended by adding into Section 1.1 the below terms as new defined terms in their appropriate alphabetical order:
“‘Amendment No. 4 Effective Date’ means November 5, 2013.”
“‘Permitted Senior Note Prepayments’ means the prepayments required to be made by NGL Energy Partners LP to the Senior Noteholders as of December 19, 2017, June 19, 2018 and
December 19, 2018, in the amount of $25,000,000 on each such date, under Section 8.1 of the Note Purchase Agreement.”
4. Amendment to Section 2.4(c) of the Credit Agreement (Increase in Total Commitments). Clause (D) of the proviso of Section 2.4(c) of the Credit Agreement is hereby amended by deleting such clause in its entirety and inserting in lieu thereof the following:
“(D) the aggregate amount of Facility Increases from the Amendment No. 4 Effective Date until the Termination Date shall not exceed $79,000,000,”
5. Amendment to Section 2.15(a) of the Credit Agreement (Letters of Credit). Clause (i) of the proviso of Section 2.15(a) is hereby amended by deleting the reference to $200,000,000 set forth at the end thereof and inserting in lieu thereof “$500,000,000”.
6. Amendment to Section 7.1(l)(ii) of the Credit Agreement (Permitted Term Indebtedness). Clause (ii) of Section 7.1(l)(ii) of the Credit Agreement is hereby amended by adding the following phrase at the start of such clause immediately prior to the phrase “such Indebtedness shall not require any scheduled payment on account of principal”
“other than the Permitted Senior Notes Prepayments,”
7. 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 A:
8. Credit Obligation Allocation; New Revolving Lenders.
(a) On the Amendment No. 4 Effective Date, with respect to (i) each financial institution party hereto as a “Lender” that was not a Lender immediately prior to such date (each a “New Revolving Lender”) and (ii) with respect to each financial institution that was a Lender immediately prior to such date and is increasing its Commitments under the Credit Agreement pursuant to this Amendment (each an “Increasing Lender”), (A) each Increasing Lender and each New Revolving Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine for the benefit of the other Revolving Lenders as being required in order to cause each Revolving Lender’s portion of the outstanding Loans of all Revolving Lenders under each Facility to equal its Total Commitment Percentage (after giving effect to this Amendment), (B) the Borrowers shall be deemed to have repaid all outstanding Loans of all the Revolving Lenders under each Facility and reborrowed such repaid Loans from each Revolving Lender in amounts consistent with each Lender’s Total Commitment Percentage as of the Amendment No. 4 Effective Date (after giving effect to this Amendment) and (C) the participations in Letters of Credit and Swingline Loans shall be adjusted to reflect changes in the applicable Total Commitment Percentages. The deemed payments made pursuant to clause (B) of the immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Borrowers pursuant to the provisions Section 2.13 of the Credit Agreement if the deemed payment occurs other than on an Interest Payment Date; provided, that the Administrative Agent and each Revolving Lender shall cooperate with the Borrowers to reduce and/or eliminate any such indemnification payments to the extent reasonably possible if such cooperation would not subject the Administrative Agent or such Revolving Lender, as applicable, to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Administrative Agent or such Lender.
(b) With respect to each New Revolving Lender, upon (i) the Amendment No. 4 Effective Date, (ii) the delivery and release of its duly executed signature page to this Amendment, and (iii) the acceptance of such signature page by the Technical Agent, such New Revolving Lender shall be deemed a party to the Credit Agreement and shall have the titles noted on its signature page hereto and the related rights, interests and obligations consistent with the Loan Documents (including this Amendment).
9. 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 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.
10. 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 (i) this Amendment, executed and delivered by a duly authorized officer of each Credit Party party hereto or thereto (as applicable), and duly executed counterparts to this Amendment from each Lender affected hereby, (ii) and the Third Amendment to the Intercreditor Agreement, executed and delivered by a duly authorized officer of each party thereto, and (iii) with respect to any improved U.S. real property included in the Collateral, “life of loan” flood zone determinations having a date less than seven (7) years prior to the date of this Amendment (if and to the extent not previously delivered), and if any such property is in a flood zone requiring flood insurance, a notice from the Technical Agent to the applicable Credit Party of such status acknowledged by such Credit Party, and evidence of flood insurance in compliance with applicable regulations; and
(b) Amended Notes. Each Lender that has requested amended Notes to reflect its revised Commitments under the Credit Agreement, shall have received such requested Notes in form and substance satisfactory to it.
(c) Fees and Expenses. The Borrowers shall have paid to the Administrative Agent for the account of the Lenders: (i) 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 and (ii) all other fees due to the Lenders and Agents pursuant to fee letter agreements signed in connection with this Amendment.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. 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]
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.
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BORROWERS’ AGENT: | |||||
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NGL ENERGY OPERATING LLC | |||||
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By: |
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/s/Xxxxxx X. Xxxxxxxx | |||
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Name: |
Xxxxxx X. Xxxxxxxx | |||
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Title: |
Chief Financial Officer and Treasurer | |||
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GUARANTOR: | |||||
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By: |
NGL Energy Holdings LLC, | ||||
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its general partner | ||||
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By: |
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/s/Xxxxxx X. Xxxxxxxx | ||
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Name: |
Xxxxxx X. Xxxxxxxx | |||
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Title: |
Chief Financial Officer and Treasurer | |||
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BORROWERS: | |||||
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NGL ENERGY OPERATING LLC | |||||
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NGL SUPPLY, LLC | |||||
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HICKSGAS, LLC | |||||
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NGL SUPPLY RETAIL, LLC | |||||
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NGL SUPPLY WHOLESALE, LLC | |||||
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NGL SUPPLY TERMINAL COMPANY, LLC | |||||
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XXXXXXXX PROPANE, LLC | |||||
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NGL-NE REAL ESTATE, LLC | |||||
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NGL-MA REAL ESTATE, LLC | |||||
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NGL-MA, LLC | |||||
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By: |
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/s/Xxxxxx X. Xxxxxxxx | |||
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Name: |
Xxxxxx X. Xxxxxxxx | |||
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Title: |
Chief Financial Officer and Treasurer | |||
Signature Page to Amendment No. 4 to Credit Agreement
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BORROWERS: | ||
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XXXXXXX OIL BUYERS, INC. | ||
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ANTICLINE DISPOSAL, LLC | ||
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BLACK HAWK GATHERING, L.L.C. | ||
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CC MARINE, LLC, | ||
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CENTENNIAL ENERGY, LLC | ||
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CENTENNIAL GAS LIQUIDS ULC | ||
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CIERRA MARINE GP, LLC, | ||
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CIERRA MARINE, LP, (by Cierra Marine GP, LLC), | ||
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COASTAL PLAINS DISPOSAL #1, L.L.C. | ||
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GREENSBURG OILFIELD, LLC | ||
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HIGH SIERRA CANADA HOLDINGS, LLC, | ||
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HIGH SIERRA COMPRESSION, LLC | ||
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HIGH SIERRA COTULLA SWD, LLC | ||
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HIGH SIERRA CRUDE OIL & MARKETING, LLC | ||
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HIGH SIERRA ENERGY, LP | ||
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HIGH SIERRA ENERGY MARKETING, LLC | ||
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HIGH SIERRA ENERGY OPERATING, LLC | ||
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HIGH SIERRA XXXXXX SWD, LLC | ||
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HIGH SIERRA XXXXX SWD, LLC, | ||
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HIGH SIERRA XXXXXXXX SWD, LLC, | ||
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HIGH SIERRA SERTCO, LLC | ||
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HIGH SIERRA SWD OPERATOR, LLC, | ||
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HIGH SIERRA SWD SHARED SERVICES, LLC | ||
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HIGH SIERRA TRANSPORTATION, LLC | ||
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HIGH SIERRA WATER-EAGLE FORD, LLC | ||
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HIGH SIERRA WATER HOLDINGS, LLC | ||
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HIGH SIERRA WATER PERMIAN, LLC, | ||
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HIGH SIERRA WATER SERVICES, LLC | ||
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LOTUS OILFIELD SERVICES, L.L.C. | ||
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MIDSTREAM OPERATIONS L.L.C. | ||
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PETRO SOURCE TERMINALS, LLC, | ||
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PECOS GATHERING & MARKETING, L.L.C. | ||
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THIRD COAST TOWING, LLC | ||
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By: |
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/s/Xxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxxx |
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Title: |
Chief Financial Officer and Treasurer |
Signature Page to Amendment No. 4 to Credit Agreement
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SECURED PARTIES: | ||
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DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and as Collateral Agent | ||
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By: |
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/s/Xxxxxxx Xxxxxxxx |
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Name: |
Xxxxxxx Xxxxxxxx |
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Title: |
Vice President |
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By: |
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/s/Xxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxxx |
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Title: |
Vice President |
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DEUTSCHE BANK AG, NEW YORK BRANCH, | ||
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as a Lender, as Swingline Lender, as an Issuing Bank and as Technical Agent | ||
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By: |
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/s/Xxxxx Xxxxxxx |
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Name: |
Xxxxx Xxxxxxx |
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Title: |
Director |
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By: |
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/s/Xxxxxx Xxxxxxx-Xxxxx |
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Name: |
Xxxxxx Xxxxxxx-Xxxxx |
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Title: |
Associate |
Signature Page to Amendment No. 4 to Credit Agreement
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ROYAL BANK OF CANADA, | ||
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as a Lender | ||
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By: |
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/s/Xxxxx X. York |
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Name: |
Xxxxx X. York |
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Title: |
Authorized Signatory |
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BNP PARIBAS, | ||
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as a Lender and Issuing Bank | ||
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By: |
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/s/Xxxxx Xxx |
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Name: |
Xxxxx Xxx |
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Title: |
Managing Director |
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By: |
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/s/Xxxxxxxxx Xxxxxxxxx |
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Name: |
Xxxxxxxxx Xxxxxxxxx |
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Title: |
Managing Director |
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THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., | ||
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as Lender | ||
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By: |
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/s/Xxxxxxx X. Xxxxxx |
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Managing Director |
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PNC BANK, NATIONAL ASSOCIATION, | ||
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as a Lender and Issuing Bank | ||
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By: |
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/s/Xxxxx Xxxxxxx |
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Name: |
Xxxxx Xxxxxxx |
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Title: |
Vice President |
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THE ROYAL BANK OF SCOTLAND PLC, | ||
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as a Lender | ||
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By: |
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/s/Xxxxxx Xxxxxx |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Authorised Signatory |
Signature Page to Amendment No. 4 to Credit Agreement
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BMO XXXXXX BANK, N.A, | ||
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as a Lender | ||
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By: |
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/s/Xxxxxxxx X. Xxxxx |
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Name: |
Xxxxxxxx X. Xxxxx |
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Title: |
Director |
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XXXXXXX XXXXX BANK, N.A., | ||
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as a Lender | ||
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By: |
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/s/Xxxxx X. Xxxxxxx |
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Name: |
Xxxxx X. Xxxxxxx |
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Title: |
Vice President |
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ABN AMRO CAPITAL USA LLC, | ||
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as a Lender | ||
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By: |
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/s/Xxxxxxx Xxxxxx |
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Name: |
Xxxxxxx Xxxxxx |
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Title: |
Managing Director |
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By: |
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/s/Xxxxx Xxxxxx |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Executive Director |
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BANK OF AMERICA, N.A., | ||
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as a Lender and as an Issuing Bank | ||
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By: |
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/s/Xxxxxxx Xxxxxxxxx |
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Name: |
Xxxxxxx Xxxxxxxxx |
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Title: |
Vice President |
Signature Page to Amendment No. 4 to Credit Agreement
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SUNTRUST BANK, | ||
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as a Lender | ||
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By: |
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/s/Xxxxxx Xxxxxxx |
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Name: |
Xxxxxx Xxxxxxx |
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Title: |
Director |
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UBS AG, STAMFORD BRANCH, | ||
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as a Lender | ||
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By: |
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/s/Xxxxxxxx Xxxxxxxx |
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Name: |
Xxxxxxxx Xxxxxxxx |
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Title: |
Associate Director |
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By: |
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/s/Xxxx Xxxxx |
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Name: |
Xxxx Xxxxx |
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Title: |
Director |
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AMEGY BANK NATIONAL ASSOCIATION, | ||
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as a Lender | ||
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By: |
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/s/Xxxxx Xxxxxxxxx |
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Name: |
Xxxxx Xxxxxxxxx |
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Title: |
Senor Vice President |
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COMMERCE BANK, N.A., | ||
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as a Lender | ||
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By: |
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/s/C. T. Young |
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Name: |
C. T. Young |
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Title: |
Senor Vice President |
Signature Page to Amendment No. 4 to Credit Agreement
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XXXXXXX XXXXX BANK USA, | ||||
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as a Lender | ||||
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By: |
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/s/Xxxx Xxxxxx | ||
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Name: |
Xxxx Xxxxxx | ||
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Title: |
Authorized Signatory | ||
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MACQUARIE BANK LIMITED, | ||||
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as a Lender | ||||
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By: |
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/s/Xxxxxxxx Xxxxxx | ||
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Name: |
Xxxxxxxx Xxxxxx | ||
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Title: |
Executive Director | ||
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By: |
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/s/Xxxxxx Xxxxxxxx | ||
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Name: |
Xxxxxx Xxxxxxxx | ||
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Title: |
Associate Director | ||
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HSBC BANK USA, NA, | ||||
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as a Lender | ||||
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By: |
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/s/Xxx X. Xxxxx | ||
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Name: |
Xxx X. Xxxxx | ||
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Title: |
Senior Vice President | ||
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KEYBANK NATIONAL ASSOCIATION, | ||||
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as a Lender | ||||
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By: |
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/s/Xxxxxxx Xxxxxx | ||
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Name: |
Xxxxxxx Xxxxxx | ||
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Title: |
Senior Vice President | ||
Signature Page to Amendment No. 4 to Credit Agreement
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XXXXX FARGO BANK, NATIONAL ASSOCIATION, | ||
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as a Lender | ||
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By: |
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/s/Xxxxxx Xxxxxx |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Director |
Signature Page to Amendment No. 4 to Credit Agreement
