EXHIBIT 10.1
FIRST AMENDMENT TO
SUBSCRIPTION AGREEMENT
THIS FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT (this “Amendment”) is dated as of December 12, 2012, by and between Pinedale GP, Inc., a Delaware corporation (the “General Partner”), Ross Avenue Investments, LLC, a Delaware limited liability company (the “Limited Partner” and together with the General Partner, the “Investors”), and Pinedale Corridor, LP, a Delaware limited partnership (the “Company”).
RECITALS
A. On December 7, 2012, the parties hereto entered into the Subscription Agreement (the “Subscription Agreement”), pursuant to which, subject to the terms and conditions thereof, the Company agreed to sell to the Investors, and the Investors agreed to purchase from the Company, the Units.
B. In connection with (i) an amendment, dated December 12, 2012, to the Purchase Agreement, and (ii) an adjustment to the proposed capital structure of the Company, the parties desire to enter into this Amendment.
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
AGREEMENT
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1.
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Defined Terms. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Subscription Agreement.
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2.1
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Schedule A. Schedule A to the Subscription Agreement is hereby deleted in its entirety and replaced with Schedule A attached to this Amendment.
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2.2
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Schedule B. Schedule B to the Subscription Agreement is hereby deleted in its entirety and replaced with Schedule B attached to this Amendment.
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2.3
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Section 1.3(c). Section 1.3(c) of the Subscription Agreement is hereby deleted in its entirety and replaced with the following:
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“(c) each Investor shall have contributed its portion of the Capital Contributions as set forth next to such Investor’s name on Schedule A attached hereto (i) with respect to the cash portion of such Capital Contributions, in accordance with the wiring or other transfer instructions provided by the Company at least three (3) business days prior to the Subscription Closing Date and (ii) with respect to any non-cash portion of such Capital Contributions, pursuant to a transfer instrument or such other means of conveyance as shall be acceptable to the Company.”
3. Survival. Except as modified and amended by this Amendment, the Subscription Agreement shall remain in full force and effect and its terms are hereby ratified and confirmed.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.
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COMPANY:
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Pinedale Corridor, LP
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By:
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/s/ Pinedale GP, Inc., its General Partner |
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Name: Pinedale GP, Inc., its General Partner |
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Title: President |
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INVESTORS
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By:
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/s/ David J. Schulte |
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Name: David J. Schulte
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Title: President
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Ross Avenue Investments, LLC
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Name: |
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Title:
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[Signature Page to First Amendment to Subscription Agreement]
SCHEDULE A
Units and Capital Contributions
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Name and Address
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Percentage
Interest
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Units
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Capital Contributions
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General Partner
Pinedale GP, Inc.
4200 W. 115th Street, Suite 210
Leawood, KS 66211
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81.13%
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811.3
General Partnership Interest Units
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$105,000,000 in cash, plus additional cash as necessary to cover all costs and expenses to be paid or reimbursed by the Partnership pursuant to Section 2.5 of the Partnership Agreement (estimated $4,000,000)
1,050,420 common units of NGL Energy Partners, LP, with an agreed fair value of $20,000,000
Total: $129,000,000
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Limited Partner
Ross Avenue Investments LLC
c/o Prudential Capital Group
2200 Ross Avenue
Suite 4200E
Dallas TX 75201-2758
Attn: Managing Director, Energy Finance Group – Oil & Gas
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18.87%
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188.7
Class B Limited Partnership Interest
Units
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$30,000,000 in cash
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SCHEDULE B
First Amended and Restated Partnership Agreement