Exhibit 10.10

Execution Version

AMENDMENT NO. 5 TO CREDIT AGREEMENT

This Amendment No. 5 to Credit Agreement (this “Agreement”) dated as of February 23, 2016 (the “Effective Date”) is among JP Energy Partners LP, a Delaware limited partnership (the “Borrower”), JP Energy Refined Products, LLC, a Delaware limited liability company, JP Energy ATT, LLC, a Delaware limited liability company, JP Energy Caddo, LLC, a Delaware limited liability company, Pinnacle Propane, LLC, a Texas limited liability company, Pinnacle Propane Express, LLC, a Delaware limited liability company, Alliant Gas, LLC, a Texas limited liability company, JP Energy Crude Oil Services, LLC, a Delaware limited liability company, JP Falco, LLC, a Delaware limited liability company, JP Energy Storage, LLC, a Oklahoma limited liability company, JP Energy Permian, LLC, a Delaware limited liability company, JP Energy Products Supply, LLC, a Delaware limited liability company, and JP Liquids, LLC, a Delaware limited liability company, (each a “Guarantor”), the undersigned Lenders (as defined below) and Bank of America, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer.

INTRODUCTION

THEREFORE, in fulfillment of the foregoing, the Borrower, the Administrative Agent, the L/C Issuer, the Swing Line Lender and each of the undersigned Lenders hereby agree as follows:

“Defaulting Lender” means, subject to Section 2.16(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the L/C Issuers or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, each L/C Issuer, the Swing Line Lender and each Lender promptly following such determination.

“Available Liquidity” means at any time, the sum of (a) unrestricted cash and Cash Equivalents held by the Loan Parties at such time and (b) the lesser of (i) the

excess of (x) the Aggregate Commitments at such time over (y) the Total Outstandings at such time and (ii) the maximum amount of such excess described in clause (b)(i) that the Borrower could borrow hereunder at such time and remain in compliance with Section 7.11(d) and, if applicable, Section 7.11(f), in each case, to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as of such time.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Fifth Amendment Effective Date” means February 23, 2016.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule. 

(iv)Reallocation of Applicable Percentages to Reduce Fronting Exposure.  All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation

(and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment.  Subject to Section 10.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. 

5.24EEA Financial Institution.Neither the Borrower nor any Guarantor is an EEA Financial Institution.

provided, that for purposes of calculating compliance with Section 7.11(g), unrestricted cash and Cash Equivalents, Aggregate Commitments and Total Outstandings shall be determined as of the date of such designation

provided, that for purposes of calculating compliance with Section 7.11(g), unrestricted cash and Cash Equivalents, Aggregate Commitments and Total Outstandings shall be determined as of the date of such Acquisition.

provided further, that for purposes of calculating compliance with Section 7.11(g), unrestricted cash and Cash Equivalents, Aggregate Commitments and Total Outstandings shall be determined as of the date of such Restricted Payment.

(b)[intentionally omitted]

(d)Consolidated Net Total Leverage Ratio.  For any fiscal quarter ending on or after the IPO Closing Date, permit the Consolidated Net Total Leverage Ratio as of the end of any such fiscal quarter, (x) if a Qualified Offering has not been consummated, to be greater than 4.50 to 1.00 and (y) if a Qualified Offering has been consummated, to be greater than 5.00 to 1.00. 

(g)Available Liquidity.  Commencing as of the Fifth Amendment Effective Date, permit the Available Liquidity of the Loan Parties to be less than $25,000,000 as of the last day of any fiscal quarter.

10.20Acknowledgement and Consent to Bail-In of EEA Financial Institutions.Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender, L/C Issuer or Swing Line Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender, L/C Issuer or Swing Line Lender that is an EEA Financial Institution; and

(b)the effects of any Bail-in Action on any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

THIS WRITTEN AGREEMENT AND THE LOAN DOCUMENTS, AS DEFINED IN THE CREDIT AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[The remainder of this page has been left blank intentionally.]

EXECUTED as of the date first set forth above.

SCHEDULE I

Deposit Accounts

EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date:  ________, ____

To:Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of February 12, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among JP Energy Partners LP, a Delaware limited partnership (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, as Swing Line Lender and as an L/C Issuer.

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the ___________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1.The Borrower has delivered the year-end audited financial statements required by Section 6.01(a)(i) [and (ii)] of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by Section 6.01(a)(i).  [The financial statements required by Section 6.01(a)(ii) fairly present the financial condition, results of operations, partners’ capital and cash flows of the Borrower and its Restricted Subsidiaries in accordance with GAAP, subject only to the absence of certain footnotes included in the audited financial statements to the extent not applicable to the Restricted Subsidiaries.]

[Use following paragraph 1 for fiscal quarter-end financial statements]

1.The Borrower has delivered the unaudited financial statements required by Section 6.01(b)(i) [and (ii)] of the Agreement for the fiscal quarter of the Borrower ended as of the above date.  The financial statements required by Section 6.01(b)(i) fairly present the financial condition, results of operations, partners’ capital and cash flows of the Borrower and its consolidated Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. [The financial statements required by Section 6.01(b)(ii) fairly present the financial condition, results of operations, partners’ capital and cash flows of the Borrower and its Restricted Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.]

2.The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by such financial statements.

3.A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and

[select one:]

[to the best knowledge of the undersigned, during such fiscal period the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]

--or--

[to the best knowledge of the undersigned, the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

4.The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection therewith, are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which are true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in Sections 5.05(a) and (b) of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Agreement, respectively, including the statements in connection with which this Compliance Certificate is delivered.

5.The financial covenant analyses and information set forth on Schedules 1,  2, and 3 attached hereto are true and accurate on and as of the date of this Certificate.

6.[The reconciliation set forth on Schedule 4 attached hereto accurately and correctly reconciles each of the components reflected in the financial covenant calculations set forth in Schedules 1,  2 and 3 hereto to the corresponding consolidated amounts set forth in the financial statements delivered pursuant to this Compliance Certificate.]  1

IN WITNESS WHEREOF, the undersigned has executed this Certificate as
of __________________,________________.

1To be included for any fiscal quarter during which an Unrestricted Subsidiary exists.

For the Quarter/Year ended ___________________, ____ (“Statement Date”)

SCHEDULE 1
to the Compliance Certificate

2  For purposes of calculating Consolidated Net Total Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio, Consolidated EBITDA may include, at Borrower’s option, any Material Project EBITDA Adjustments, and shall be calculated, on a Pro Forma Basis, after giving effect to, without duplication, any Material Acquisition (as defined below) and any Material Disposition (as defined below) and, at the Borrower’s election, any other Permitted Acquisition or permitted Disposition, in each case, occurring during such Measurement Period, as if such Acquisition or Disposition, and any related incurrence or repayment of Indebtedness, occurred on the first day of such Measurement Period.  For the avoidance of doubt and, in the case of JP Permian, only to the extent not otherwise addressed in the fourth footnote in Schedule 3, with respect to the assets and Equity Interests comprising the Closing Date Drop Downs, the Borrower shall be deemed to have acquired such assets pursuant to a Material Acquisition as of the date such assets were initially acquired by JP Development for purposes of calculating Consolidated EBITDA on a Pro Forma Basis for purposes of calculating the Consolidated Total Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Consolidated Senior Secured Leverage Ratio and the Consolidated Senior Secured Net Leverage Ratio.  As used in the Agreement, “Material Acquisition” means any Permitted Acquisition with Acquisition Consideration of $5,000,000 or more and “Material Disposition” means any permitted Disposition resulting in net sale proceeds of $5,000,000 or more.

3  To be calculated as of the end of any fiscal quarter occurring on or after a Qualified Offering and on or after the IPO Closing Date.

4 For purposes of calculating Consolidated Net Total Leverage Ratio and Consolidated Senior Secured Net Leverage Ratio, Consolidated EBITDA may include, at Borrower’s option, any Material Project EBITDA Adjustments, and shall be calculated, on a Pro Forma Basis, after giving effect to, without duplication, any Material Acquisition (as defined below) and any Material Disposition (as defined below) and, at the Borrower’s election, any other Permitted Acquisition or permitted Disposition, in each case, occurring during such Measurement Period, as if such Acquisition or Disposition, and any related incurrence or repayment of Indebtedness, occurred on the first day of such Measurement Period.  For the avoidance of doubt and, in the case of JP Permian, only to the extent not otherwise addressed in the fourth footnote in Schedule 3, with respect to the assets and Equity Interests comprising the Closing Date Drop Downs, the Borrower shall be deemed to have acquired such assets pursuant to a Material Acquisition as of the date such assets were initially acquired by JP Development for purposes of calculating Consolidated EBITDA on a Pro Forma Basis for purposes of calculating the Consolidated Total Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Consolidated Senior Secured Leverage Ratio and the Consolidated Senior Secured Net Leverage Ratio.  As used in the Agreement, “Material Acquisition” means any Permitted Acquisition with Acquisition Consideration of $5,000,000 or more and “Material Disposition” means any permitted Disposition resulting in net sale proceeds of $5,000,000 or more.

5  To be calculated commencing with the Fifth Amendment Effective Date.

6 To be calculated as of the end of any period during which an Immaterial Subsidiary exists.

For the Quarter/Year ended ___________________(“Statement Date”)

SCHEDULE 2
to the Compliance Certificate
Consolidated EBITDA
(in accordance with the definition of Consolidated EBITDA
as set forth in the Agreement)

7  Including franchise or margin taxes imposed in lieu of income taxes by the State of Texas on gross receipts.

8 Including amortization of debt issuance costs.

9 Such amounts added back (i) with respect to the IPO and the Agreement shall not exceed $10,000,000 and (ii) in all other cases shall not exceed 10% of Consolidated EBITDA prior to such adjustment.

10 Notwithstanding the foregoing, the Consolidated EBITDA of JP Permian for purposes of calculating the Consolidated Total Leverage Ratio, the Consolidated Net Total Leverage Ratio, the Consolidated Senior Secured Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio and the Consolidated Interest Coverage Ratio shall be: (a) for the calculations to be made for the fiscal quarter ending December 31, 2013, the Consolidated EBITDA of JP Permian for the calendar month ending December 31, 2013 multiplied by twelve; (b) for the calculations to be made for the fiscal quarter ending March 31, 2014, the Consolidated EBITDA of JP Permian for such fiscal quarter multiplied by four; (c) for the calculations to be made for the fiscal quarter ending June 30, 2014, the Consolidated EBITDA of JP Permian for the two-fiscal quarter period then ended multiplied by two; (d) for the calculations to be made for the fiscal quarter ending September 30, 2014, the Consolidated EBITDA of JP Permian for the three-fiscal quarter period then ended multiplied by 4/3; and (e) for the calculations to be made for each fiscal quarter ending or on after December 31, 2014, the Consolidated EBITDA of JP Permian for the Measurement Period then ended.

   For the Quarter/Year ended ___________________(“Statement Date”)

SCHEDULE 3
to the Compliance Certificate

Consolidated Net Funded Indebtedness
(in accordance with the definition of Consolidated Net
Funded Indebtedness as set forth in the Agreement)

11 Other than the outstanding amount of undrawn L/C Obligations.

12 Consolidated Funded Indebtedness shall not include (i) cash purchase price adjustments or cash earnouts in connection with any Acquisition until such time as the amount payable pursuant to such purchase price adjustment or earnout is determinable and non-contingent and (ii) all liabilities in respect of Swap Contracts not then due and owing.

For the Quarter/Year ended ___________________(“Statement Date”)

SCHEDULE 4
to the Compliance Certificate

Reconciliation