8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 6, 2013

NGL ENERGY PARTNERS LP

(Exact name of registrant as specified in its charter)

Delaware	001-35172	27-3427920
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

6120 South Yale Avenue
Suite 805
Tulsa, Oklahoma 74136

(Address of principal executive offices) (Zip Code)

(918) 481-1119

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement.

On May 8, 2013, NGL Energy Partners LP (the “Partnership”), NGL Energy Operating, LLC, in its capacity as borrowers’ agent, and the other subsidiary borrowers party thereto entered into Amendment No. 2 to Credit Agreement (the “Credit Agreement Amendment”) with Deutsche Bank Trust Company Americas, as administrative agent, and the other financial institutions party thereto.  The Credit Agreement Amendment, among other things, increases the aggregate commitments under the Partnership’s credit facility to $1,050,000,000.  A press release announcing the amendment of the credit facility is filed as Exhibit 99.1 and incorporated herein by reference.

In addition, on May 8, 2013, the Partnership entered into Amendment No. 2 to Note Purchase Agreement (the “Note Purchase Agreement Amendment”) with the purchasers named therein which, together with the amendment of certain ancillary documentation, among other things, permits increased borrowings under the credit facility, as amended by the Credit Agreement Amendment.

The Note Purchase Agreement Amendment and the Credit Agreement Amendment are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and incorporated by reference herein.  The above description of the material terms of the Note Purchase Agreement Amendment and the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibits 4.1 and 10.1.

Item 5.02.  Departure of Directors or Principal Officers, Election of Directors; Appointment of Principal Officers.

On May 6, 2013, the Board of Directors of NGL Energy Holdings LLC, the general partner of  the Partnership (the “General Partner”), appointed Atanas H. Atanasov as the Chief Financial Officer of the General Partner, effective immediately.  H. Michael Krimbill, the Chief Executive Officer of the General Partner, previously served as Chief Financial Officer following the retirement of the General Partner’s former Chief Financial Officer.  Mr. Krimbill will continue to serve as the Chief Executive Officer of the General Partner.  A press release announcing Mr. Atanasov’s appointment is filed as Exhibit 99.2 and incorporated herein by reference.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
4.1	Amendment No. 2 to Note Purchase Agreement, dated as of May 8, 2013, among the Partnership and the purchasers named therein.
10.1	Amendment No. 2 to Credit Agreement, dated as of May 8, 2013, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto.
99.1	Press release, dated May 9, 2013
99.2	Press release, dated May 8, 2013

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NGL ENERGY PARTNERS LP
	By:	NGL Energy Holdings LLC,
		its general partner
Date: May 9, 2013		By:	/s/ H. Michael Krimbill
			H. Michael Krimbill Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
4.1	Amendment No. 2 to Note Purchase Agreement, dated as of May 8, 2013, among the Partnership and the purchasers named therein.
10.1	Amendment No. 2 to Credit Agreement, dated as of May 8, 2013, among NGL Energy Operating LLC, the Partnership, the subsidiary borrowers party thereto, Deutsche Bank Trust Company Americas and the other financial institutions party thereto.
99.1	Press release, dated May 9, 2013
99.2	Press release, dated May 8, 2013

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EX-4.1

Exhibit 4.1

EXECUTION VERSION

AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT

THIS AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of May 8, 2013, but effective as of the Effective Date (as defined in Section 2 hereof), is among NGL ENERGY PARTNERS LP, a Delaware limited partnership (the “Company”), and the NOTEHOLDERS listed on the signature pages hereto (collectively, the “Noteholders”).

RECITALS:

A.The Company and the Purchasers party thereto entered into a Note Purchase Agreement dated as of June 19, 2012 (as amended by Amendment No. 1 to Note Purchase Agreement dated as of January 15, 2013, the “Existing Note Agreement”, and as the same shall be further amended hereby, the “Note Agreement”).  Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Note Agreement.

B.The Guarantors entered into that certain Guaranty Agreement dated as of June 19, 2012 (as heretofore amended, supplemented or otherwise modified, the “Guaranty Agreement”).

C.The Company has requested that the Noteholders amend the Existing Note Agreement as more fully described herein below.

D.The Noteholders are willing to agree to such amendments, subject to the performance and observance in full of each of the covenants, terms and conditions, and in reliance upon all of the representations and warranties of the Company, set forth herein.

NOW, THEREFORE, in consideration of the premises and the covenants, terms, conditions, representations and warranties herein contained, the parties hereto hereby agree as follows:

Section 1.AMENDMENTS TO EXISTING NOTE AGREEMENT.  Subject to the covenants, terms and conditions set forth herein and in reliance upon the representations and warranties of the Company herein contained, the Company and the Noteholders hereby agree to amend the Existing Note Agreement as set forth below, effective as of the Effective Date (as hereinafter defined):

(a)The definition of “Total Indebtedness” in Schedule B of the Existing Note Agreement is hereby amended by deleting the number “$250,000,000” as it appears in clause (c) thereof and inserting the number “$325,000,000” in lieu thereof.

Section 2.CONDITIONS PRECEDENT.  The amendments provided in Section 1 of this Amendment shall become effective (the date of such effectiveness being referred to herein as the “Effective Date”) upon the satisfaction of each of the following conditions (with each of the documents referred to below being in form and substance satisfactory to the Noteholders and in full force and effect):

(a)Execution and Delivery of this Amendment.  The Noteholders shall have received a copy of this Amendment executed and delivered by the Company and the Guarantors.

(b)Representations and Warranties.  Each of the representations and warranties made in this Amendment shall be true and correct on and as of the Effective Date as if made on and as of such date, both before and after giving effect to this Amendment.

(c)Amendment to Credit Agreement Documents.  The Noteholders shall have received a copy of an amendment in respect of the Credit Agreement (the “Credit Agreement Amendment”), dated the date hereof, and any other documents entered into in connection therewith (collectively, the “Credit Agreement Amendment Documents”), in each case in form and substance satisfactory to the Noteholders and executed and delivered by the Note Parties, the Administrative Agent and the Required Lenders (as defined in the Credit Agreement), as applicable.

(d)Amendment to Intercreditor Agreement.  The Noteholders shall have received a copy of an amendment in respect of the Intercreditor Agreement dated the date hereof, in form and substance satisfactory to the Noteholders and executed and delivered by the Note Parties, the Noteholders, the Administrative Agent, the Collateral Agent and certain of the other Secured Parties, as applicable.

(e)Payment of Amendment Fee.  The Company shall have paid a fee to each Noteholder equal to 0.05% multiplied by the aggregate outstanding principal amount of the Notes held by such Noteholder.

(f)Proceedings and Documents.  All corporate and other proceedings in connection with the transactions contemplated by this Amendment and all documents and instruments incident to such transactions shall be satisfactory to the Noteholders and their special counsel, and the Noteholders and their special counsel shall have received all such counterpart originals or certified or other copies of such documents as the Noteholders or such special counsel may reasonably request.

Section 3.REPRESENTATIONS AND WARRANTIES.  To induce the Noteholders to enter into this Amendment, the Company represents and warrants to the Noteholders on the Effective Date as follows:

(a)Organization; Power and Authority.  Each Note Party is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.  Each Note Party has the organizational power and authority to execute and deliver this Amendment and any other documents in connection herewith (collectively, the “Note Agreement Amendment Documents”) to which it is a party and to perform the provisions hereof and thereof.

(b)Due Authorization; Binding Effect.  The Note Agreement Amendment Documents have been duly authorized, executed and delivered by the Note Parties party thereto, and the Note Agreement Amendment Documents and the Note Documents (as and to the extent amended on the Effective Date) constitute the legal, valid and binding obligations of each Note Party party thereto, enforceable in accordance with their terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity

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(regardless of whether such enforceability is considered in a proceeding in equity or at law).

(c)Note Agreement Representations and Warranties.  Each of the representations and warranties made by the Note Parties in the Note Agreement is true and correct on and as of the Effective Date with the same effect as though made on and as of the Effective Date, 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 as of such earlier date).

(d)No Default.  No Default or Event of Default exists under any of the Note Documents before or after giving effect to the amendments provided hereunder.

(e)Compliance with Laws; Governmental Consents.  The execution, delivery and performance of this Amendment and the other Note Agreement Amendment Documents by the Note Parties party thereto, and compliance by the Note Parties with all the provisions hereof and thereof, will not (i) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (ii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.

(f)Amendment Fee.  The Company has paid (or will pay) a fee to each of the Lenders executing the Credit Agreement Amendment equal to 0.05% multiplied by the aggregate outstanding Commitments (as defined in the Credit Agreement) of such Lender under the Credit Agreement (excluding any fees separately payable to any Lenders increasing their commitments in connection with the Credit Agreement Amendment).

Section 4.EXPENSES.

Whether or not the transactions contemplated hereby are consummated, the Company will promptly (and in any event within thirty (30) days of receiving any statement or invoice therefor) pay all reasonable out-of-pocket expenses and costs incurred by the Noteholders relating to this Amendment and the other Note Agreement Amendment Documents, including, but not limited to, the reasonable fees and disbursements of Baker Botts L.L.P., incurred in connection with the preparation, negotiation and delivery of this Amendment and the other Note Agreement Amendment Documents, and all other related documentation.  This Section 4 shall not be construed to limit the Company’s obligations under Section 15.1 of the Note Agreement.

Section 5.MISCELLANEOUS.

(a)APPLICABLE LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b)Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.  Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, the parties hereto.  Delivery of this

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Amendment may be made by telecopy or electronic transmission of a duly executed counterpart copy hereof; provided that any such delivery by electronic transmission shall be effective only if transmitted in .pdf format, .tif format or other format in which the text is not readily modifiable by any recipient thereof.

(c)Affirmation of Obligations.  Notwithstanding that such consent is not required under the Guaranty Agreement, or any of the other Note Documents to which it is a party, each of the Guarantors consents to the execution and delivery of this Amendment and the other Note Agreement Amendment Documents by the parties hereto.  As a material inducement to the undersigned to amend the Existing Note Agreement, each of the Guarantors (i) acknowledges and confirms the continuing existence, validity and effectiveness of the Guaranty Agreement and each of the other Note Documents to which it is a party and (ii) agrees that the execution, delivery and performance of this Amendment and the other Note Agreement Amendment Documents shall not in any way release, diminish, impair, reduce or otherwise affect its obligations thereunder.

(d)Note Document.  This Amendment is a Note Document and all of the provisions of the Note Agreement which apply to Note Documents apply hereto.

 (Remainder of Page Intentionally Left Blank; Signature Pages Follow)

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers effective as of the Effective Date.

			NGL ENERGY PARTNERS LP
			By:	/s/ Atanas H. Atanasov
				Name:	Atanas H. Atanasov
				Title:	Senior Vice President & Treasurer
The foregoing is hereby
agreed to as of the
date hereof.
NOTEHOLDERS:
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as a Noteholder
By:	/s/ ILLEGIBLE SIGNATURE
	Vice President
PRUCO LIFE INSURANCE COMPANY, as a Noteholder
By:	/s/ ILLEGIBLE SIGNATURE
	Assistant Vice President
UNIVERSAL PRUDENTIAL ARIZONA REINSURANCE COMPANY, as a Noteholder
By:	Prudential Investment Management, Inc.,
	as investment manager
	By:	/s/ ILLEGIBLE SIGNATURE
		Vice President

Signature Page to Amendment No. 2 to Note Agreement

PRUDENTIAL ARIZONA REINSURANCE CAPTIVE COMPANY, as a Noteholder
By:	Prudential Investment Management, Inc.,
	as investment manager
	By:	/s/ ILLEGIBLE SIGNATURE
		Vice President
PRUDENTIAL ARIZONA REINSURANCE UNIVERSAL COMPANY, as a Noteholder
By:	Prudential Investment Management, Inc.,
	as investment manager
	By:	/s/ ILLEGIBLE SIGNATURE
		Vice President
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY, as a Noteholder
By:	Prudential Investment Management, Inc.,
	as investment manager
	By:	/s/ ILLEGIBLE SIGNATURE
		Vice President

Signature Page to Amendment No. 2 to Note Agreement

AMERICAN GENERAL LIFE INSURANCE COMPANY (successor by merger to AMERICAN GENERAL LIFE AND ACCIDENT INSURANCE COMPANY)
AMERICAN GENERAL LIFE INSURANCE COMPANY (successor by merger to AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE)
AMERICAN GENERAL LIFE INSURANCE COMPANY (successor by merger to SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY)
THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
COMMERCE AND INDUSTRY INSURANCE COMPANY
NEW HAMPSHIRE INSURANCE COMPANY
CHARTIS PROPERTY CASUALTY COMPANY
By:	AIG ASSET MANAGEMENT (U.S.), LLC, Investment Adviser
	By:	/s/ Curtis F. Sullivan
	Name:	Curtis F. Sullivan
	Title:	Vice President
TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, as a Noteholder
By:	/s/ Andrew M. Leicester
Name:	Andrew M. Leicester
Title:	Director
SUN LIFE ASSURANCE COMPANY OF CANADA, as a Noteholder
By:	/s/ Keith Cressman
Name:	Keith Cressman
Title:	Senior Managing Director
	Private Fixed Income
By:	/s/ Jeffrey Mayer
Name:	Jeffrey Mayer
Title:	Managing Director, Private Securitization Finance
	Private Fixed Income

Signature Page to Amendment No. 2 to Note Agreement

Agreed to and acknowledged by the undersigned:

GUARANTORS:
	NGL ENERGY OPERATING LLC, a Delaware
		limited liability company
	By:	/s/ Atanas H. Atanasov
		Name:	Atanas H. Atanasov
		Title:	Senior Vice President & Treasurer
	NGL SUPPLY, LLC, a Delaware limited liability
		company
	By:	/s/ Atanas H. Atanasov
		Name:	Atanas H. Atanasov
		Title:	Senior Vice President & Treasurer
	HICKSGAS, LLC, a Delaware limited liability
		company
	By:	/s/ Atanas H. Atanasov
		Name:	Atanas H. Atanasov
		Title:	Senior Vice President & Treasurer
	NGL SUPPLY RETAIL, LLC, a Delaware limited
		liability company
	By:	/s/ Atanas H. Atanasov
		Name:	Atanas H. Atanasov
		Title:	Senior Vice President & Treasurer

Signature Page to Amendment No. 2 to Note Agreement

NGL SUPPLY WHOLESALE, LLC, a Delaware
	limited liability company
By:	/s/ Atanas H. Atanasov
	Name:	Atanas H. Atanasov
	Title:	Senior Vice President & Treasurer
NGL SUPPLY TERMINAL COMPANY, LLC, a
	Delaware limited liability company
By:	/s/ Atanas H. Atanasov
	Name:	Atanas H. Atanasov
	Title:	Senior Vice President & Treasurer
OSTERMAN PROPANE, LLC, a Delaware limited
	liability company
By:	/s/ Atanas H. Atanasov
	Name:	Atanas H. Atanasov
	Title:	Senior Vice President & Treasurer
NGL-NE REAL ESTATE, LLC, a Delaware
	limited liability company
By:	/s/ Atanas H. Atanasov
	Name:	Atanas H. Atanasov
	Title:	Senior Vice President & Treasurer
NGL-MA REAL ESTATE, LLC, a Delaware
	limited liability company
By:	/s/ Atanas H. Atanasov
	Name:	Atanas H. Atanasov
	Title:	Senior Vice President & Treasurer

Signature Page to Amendment No. 2 to Note Agreement

NGL-MA, LLC, a Delaware limited liability
	company
By:	/s/ Atanas H. Atanasov
	Name:	Atanas H. Atanasov
	Title:	Senior Vice President & Treasurer
HIGH SIERRA ENERGY, LP, a Delaware limited
	partnership
By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President
GREENSBURG OILFIELD, LLC, a Colorado
	limited liability company
By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President
ANTICLINE DISPOSAL, LLC, a Wyoming
	limited liability company
By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President
HIGH SIERRA SERTCO, LLC, a Colorado limited
	liability company
By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President

Signature Page to Amendment No. 2 to Note Agreement

HIGH SIERRA ENERGY MARKETING, LLC, a
	Colorado limited liability company
By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President
CENTENNIAL ENERGY, LLC, a Colorado
limited liability company
By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President
CENTENNIAL GAS LIQUIDS ULC, an Alberta
	unlimited liability company
By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President
HIGH SIERRA TRANSPORTATION, LLC, a
	Colorado limited liability company
By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President

Signature Page to Amendment No. 2 to Note Agreement

HIGH SIERRA CRUDE OIL & MARKETING,
	LLC, a Colorado limited liability company
By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President
HIGH SIERRA WATER SERVICES, LLC, a
	Colorado limited liability company
By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President

Signature Page to Amendment No. 2 to Note Agreement

ANDREWS OIL BUYERS, INC., a Texas
	corporation
By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President
HIGH SIERRA ENERGY OPERATING, LLC, a
	Colorado limited liability company
By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President
HIGH SIERRA COMPRESSION, LLC, a Colorado
	limited liability company
By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President
HIGH SIERRA WATER HOLDINGS, LLC, a
	Colorado limited liability company
By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President

Signature Page to Amendment No. 2 to Note Agreement

HIGH SIERRA WATER-EAGLE FORD, LLC, a
	Delaware limited liability company
By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President
PETRO SOURCE TERMINALS, LLC, a Texas
	limited liability company
By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President
BLACK HAWK GATHERING, L.L.C., a Texas
	limited liability company
By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President
MIDSTREAM OPERATIONS L.L.C., a Texas
	limited liability company
By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President

Signature Page to Amendment No. 2 to Note Agreement

PECOS GATHERING & MARKETING, L.L.C., a
	Texas limited liability company
By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President
THIRD COAST TOWING, LLC, a Texas limited
	liability company
By:	/s/ James J. Burke
	Name:	James J. Burke
	Title:	Chief Executive Officer and President

Signature Page to Amendment No. 2 to Note Agreement

EX-10.1

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 2 TO CREDIT AGREEMENT

AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of May 8, 2013 (this “Amendment”), to that certain CREDIT AGREEMENT, dated as of June 19, 2012 (as amended by that certain Amendment No. 1 dated as of January 15, 2013 and effective as of January 16, 2013 and as further amended, supplemented, or 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 (“DBNY”), 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” and an Issuing Bank under the Credit Agreement (each a “Lender, together with the Technical Agent, the Administrative Agent, and the Collateral Agent, collectively, the “Secured Parties”).

RECITALS

WHEREAS, the Borrowers have requested that the Lenders make 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 meanings given to them in the Credit Agreement.

2.Amendments to Section 1.1 (Defined Terms) of the Credit Agreement.

(a)The definitions of “Acquisition Revolving Commitment,” “Issuance Cap,” “Issuing Bank,” “Maximum Commitment,” “Qualified Obligation Aggregate Cap,” “Total Acquisition Revolving Commitment,” “Total Commitment,” “Total Working Capital Revolving Commitment,” and “Working Capital Revolving Commitment,” as set forth in Section 1.1 of the Credit Agreement are hereby amended as set forth below:

(i)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. 2 Effective Date is $725,000,000.”

(ii)The below shall be added as an additional row in the table appearing at the end of the definition of “Issuance Cap”:

Bank of America, NA $ 200,000,000

(iii)The definition of “Issuing Bank” is hereby deleted in its entirety and replaced with the following:

“‘Issuing Bank’ means each of Deutsche Bank AG, New York Branch, BNP Paribas, New York Branch, Bank of America, N.A., and upon designation by the Parent each such additional Lender that agrees to act in such capacity (so long as each such Person remains a Working Capital Revolving Lender), in its respective capacity as an issuer of any Letter of Credit pursuant to this Agreement.  With respect to any Letter of Credit, “Issuing Bank” shall mean the applicable issuer thereof.”

(iv)The definition of “Maximum Commitment” is hereby deleted in its entirety and replaced with the following:

“‘Maximum Commitment’ means $1,050,000,000.”

(v)The definition of “Qualified Obligation Aggregate Cap” is hereby amended by deleting the phrase “$50,000,000” as it appears at the beginning of such defined term and inserting in lieu thereof the phrase “$100,000,000”.

(vi) 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. 2 Effective Date, the Total Acquisition Revolving Commitment is $725,000,000.”

(vii)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. 2 Effective Date, the Total Commitment is $1,050,000,000.”

(viii)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. 2 Effective Date, the Total Working Capital Revolving Commitment is $325,000,000.”

(ix)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. 2 Effective Date is $325,000,000.”

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(b)The below terms shall be added as new definitions in their respective alphabetical order in the Credit Agreement:

“‘Amendment No. 2 Effective Date’ means May 8, 2013.”

3.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. 2 Effective Date until the Termination Date shall not exceed $0”

4.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 I.

5.Representations and Warranties; No Default.  To induce the Lenders to enter into this Amendment, the Borrowers (by delivery of their respective counterparts to this Amendment) hereby (i) represent and warrant to the Lenders that the 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), and (ii) certify that no Default or Event of Default has occurred and is continuing under the Credit Agreement or will result from the making of this Amendment.

6.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 this Amendment and the Second Amendment to the Intercreditor Agreement, each executed and delivered by a duly authorized officer of each Credit Party party to such amendment, in form and substance satisfactory to the Technical Agent; 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 duly executed by the parties thereto and in form and substance satisfactory to it; and

(c)Fees and Expenses.  The Borrowers shall, upon demand, pay to the Administrative Agent 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.

7.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.

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8.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.

9.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.

10.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.

11.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.

12.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]

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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.

BORROWERS:
NGL ENERGY OPERATING LLC,
NGL SUPPLY, LLC,
HICKSGAS, LLC,
NGL SUPPLY RETAIL, LLC,
NGL SUPPLY WHOLESALE, LLC,
NGL SUPPLY TERMINAL COMPANY, LLC,
OSTERMAN PROPANE, LLC,
NGL-NE REAL ESTATE, LLC,
NGL-MA REAL ESTATE, LLC,
NGL-MA, LLC,
By:	/s/ Atanas H. Atanasov
	Name: Atanas H. Atanasov
	Title: Senior Vice President Finance & Treasurer
HIGH SIERRA ENERGY LP,
GREENSBURG OILFIELD, LLC,
ANTICLINE DISPOSAL, LLC,
HIGH SIERRA SERTCO, LLC,
HIGH SIERRA ENERGY MARKETING, LLC,
CENTENNIAL ENERGY, LLC,
CENTENNIAL GAS LIQUIDS ULC,
HIGH SIERRA TRANSPORTATION, LLC,
HIGH SIERRA CRUDE OIL & MARKETING, LLC,
HIGH SIERRA WATER SERVICES, LLC,
ANDREWS OIL BUYERS, INC.,
THIRD COAST TOWING, LLC
HIGH SIERRA WATER-EAGLE FORD, LLC
PETRO SOURCE TERMINALS, LLC
PECOS GATHERING & MARKETING, LLC
BLACK HAWK GATHERING, L.L.C.
MIDSTREAM OPERATIONS L.L.C.
HIGH SIERRA ENERGY OPERATING, LLC
HIGH SIERRA COMPRESSION, LLC
HIGH SIERRA WATER HOLDINGS, LLC
By:	/s/ James J. Burke
	Name: James J. Burke
	Title: Chief Executive Officer & President

BORROWERS’ AGENT:
NGL ENERGY OPERATING LLC,
By:	/s/ Atanas H. Atanasov
	Name: Atanas H. Atanasov
	Title: Senior Vice President Finance & Treasurer
GUARANTORS:
NGL ENERGY PARTNERS LP
By:	/s/ Atanas H. Atanasov
	Name: Atanas H. Atanasov
	Title: Senior Vice President Finance & Treasurer
SECURED PARTIES:
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and as Collateral Agent
By:	/s/ Melissa Sadler
	Name: Melissa Sadler
	Title: Vice President
By:	/s/ Renee Cummins
	Name: Renee Cummins
	Title: Associate

DEUTSCHE BANK AG NEW YORK BRANCH,
as a Lender, as Swingline Lender, as an Issuing Bank and as Technical Agent
By:	/s/ Chris Chapman
	Name:	Chris Chapman
	Title:	Director
By:	/s/ Juan J. Mejia
	Name:	Juan J. Mejia
	Title:	Director
ROYAL BANK OF CANADA,
as a Lender
By:	/s/ Jason S. York
	Name:	Jason S. York
	Title:	Authorize Signatory
BNP PARIBAS,
as a Lender and Issuing Bank
By:	/s/ Richard J. Wernli
	Name:	Richard J. Wernli
	Title:	Managing Director
By:	/s/ Keith Cox
	Name:	Keith Cox
	Title:	Managing Director
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Christopher Hermann
	Name:	Christopher Hermann
	Title:	Vice President

THE ROYAL BANK OF SCOTLAND PLC,
as a Lender
By:	/s/ Stuart Gibson
	Name:		Stuart Gibson
	Title:		Authorized Signatory
BMO HARRIS BANK, N.A,
as a Lender
By:	/s/ ILLEGIBLE SIGNATURE
	Name:
	Title:
THE F&M BANK AND TRUST COMPANY,
as a Lender
By:	/s/ Julie B. Smith
	Name:		Julie B. Smith
	Title:		Senior Vice President
RAYMOND JAMES BANK, N.A.,
as a Lender
	By:	/s/ Scott G. Axelrod
		Name:		Scott G. Axelrod
		Title:		Vice President

ABN AMRO CAPITAL USA LLC,
as a Lender
By:	/s/ Urvashl Zutshl
	Name: Urvashl Zutshl
	Title: Managing Director
By:	/s/ Casey Lowary
	Name: Casey Lowary
	Title: Executive Director
BANK OF AMERICA, N.A.,
as a Lender and as an Issuing Bank
By:	/s/ Michael Clayborne
	Name: Michael Clayborne
	Title: Vice President
BOKF, NA d/b/a BANK OF OKLAHOMA,
as a Lender
By:	/s/ J. Nick Cooper
	Name: J. Nick Cooper
	Title: V.P.
SUNTRUST BANK,
as a Lender
By:	/s/ Carmen Malizia
	Name: Carmen Malizia
	Title: Director

UBS AG, STAMFORD BRANCH,
as a Lender
By:	/s/ Lana Sifar
	Name: Lana Sifar
	Title: Director Banking Products Services, US
By:	/s/ Joselin Fernandes
	Name: Joselin Fernandes
	Title: Associate Director Banking Products Services, US
AMEGY BANK NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Kevin Donaldson
	Name: Kevin Donaldson
	Title: Senior Vice President
COMMERCE BANK, N.A.,
as a Lender
By:	/s/ C.T. Young
	Name: C.T. Young
	Title: Senior Vice President
GOLDMAN SACHS BANK USA,
as a Lender
By:	/s/ Michelle Latzoni
	Name: Michelle Latzoni
	Title: Authorized Signatory

MAQUARIE BANK LIMITED,
as a Lender
By:	/s/ Stephen Bower
	Name: Stephen Bower
	Title: Associate Director
By:	/s/ Byron den Hertog
	Name: Byron den Hertog
	Title: Division Director
HSBC BANK USA, NA,
as a Lender
By:	/s/ ILLEGIBLE SIGNATURE
	Name:
	Title:
KEYBANK NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Chulley Bogle
	Name: Chulley Bogle
	Title: Vice President

EX-99.1

Exhibit 99.1

NGL Energy Partners LP Expands Credit Facility to $1.05 Billion

TULSA, Okla.—(BUSINESS WIRE)—May. 9, 2013— NGL Energy Partners LP (NYSE:NGL) announces the Partnership has amended its revolving credit facility to increase the total borrowing capacity from $770 million to $1.05 billion. The credit facility matures in June of 2017.

About NGL Energy Partners LP

NGL Energy Partners LP is a Delaware limited partnership. NGL owns and operates a vertically integrated energy business with four primary businesses: water services, crude oil logistics, NGL logistics and retail. NGL completed its initial public offering in May 2011. For further information visit the Partnership’s website at www.nglenergypartners.com.

EX-99.2

Exhibit 99.2

NGL Energy Partners LP Announces Appointment of New Chief Financial Officer

TULSA, Okla.—(BUSINESS WIRE)—May. 8, 2013— NGL Energy Partners LP (NYSE:NGL) announces that Atanas H. Atanasov has been appointed Chief Financial Officer. Most recently Mr. Atanasov was the Senior Vice President of Finance and Treasurer. Prior to joining NGL Energy Partners in November 2011, Atanasov spent 9 years at GE Capital both in lending and leveraged equity. Prior to GE Capital, he was with the Williams Company. Mr. Atanasov is a Certified Public Accountant and holds a Masters of Business Administration from the University of Tulsa and a Bachelors of Science in Accounting from Oral Roberts University.

About NGL Energy Partners LP

NGL Energy Partners LP is a Delaware limited partnership. NGL owns and operates a vertically integrated energy business with four primary businesses: water services, crude oil logistics, NGL logistics and retail. NGL completed its initial public offering in May 2011. For further information visit the Partnership’s website at www.nglenergypartners.com.