0001104659-16-095060 Sample Contracts

AMENDMENT NO. 9 TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • February 9th, 2016 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York

THIS AMENDMENT NO. 9 TO NOTE PURCHASE AGREEMENT, dated as of December 23, 2015 but effective as of the Effective Date (as defined in Section 2 hereof) (this “Amendment”), to the Note Purchase 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 30, 2014, Amendment No. 7 thereto dated as of December 19, 2014, and Amendment No. 8 thereto dated as of May 1, 2015 (such note purchase agreement, as so amended, being referred to herein as the “Existing Note Purchase Agreement” and as the same shall be further amended hereby, the “Note Purchase Agreement”), is among NGL Energy Partners LP, a Delaware limited partnership (the “Company”), the Guarantors (solely with respect to Section 5(c) here

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AMENDMENT NO. 11 TO CREDIT AGREEMENT
Credit Agreement • February 9th, 2016 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York

AMENDMENT NO. 11 TO CREDIT AGREEMENT, dated as of December 23, 2015 (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 (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 identifie

FACILITY INCREASE AGREEMENT
Facility Increase Agreement • February 9th, 2016 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York

This FACILITY INCREASE AGREEMENT (this “Agreement”), dated October 7, 2015, is made by NGL ENERGY OPERATING LLC, a Delaware limited liability company (the “Borrowers’ Agent”), each party signatory hereto identified as a New Revolving Lender on the signature pages hereto (each a “New Revolving Lender”), each party signatory hereto identified as an Increasing Lender on the signature pages hereto (each an “Increasing Lender”), 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”) and each Issuing Bank party hereto. 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).

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