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):  December 23, 2013

NGL Energy Partners LP

(Exact name of registrant as specified in its charter)

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

6120 South Yale Avenue

Suite 805

Tulsa Oklahoma 74136

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (918) 481-1119

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:

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

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement

On December 23, 2013, NGL Energy Partners, LP (the “Partnership”), NGL Energy Operating, LLC, in its capacity as borrowers’ agent (“NGL Operating”), and the other subsidiary borrowers party thereto entered into Amendment No. 5 to Credit Agreement (the “Credit Agreement Amendment”) with Deutsche Bank Trust Company Americas, as administrative agent (the “Agent”) and the other financial institutions party thereto. The Credit Agreement Amendment increases the limits on open positions of commodity hedges permitted under the revolving credit agreement.

On November 5, 2013, the Partnership also entered into Amendment No. 5 to Note Purchase Agreement (the “Senior Notes Amendment”) with the purchasers named therein to reflect the terms of the Credit Agreement Amendment.

The Senior Notes 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 herein by reference. The above description of the material terms of the Senior Notes 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 9.01Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
4.1	Amendment No. 5 to Note Purchase Agreement, dated as of December 23, 2013, among the Partnership and the purchasers named therein
10.1	Amendment No. 5 to Credit Agreement, dated as of December 23, 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

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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: December 30, 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. 5 to Note Purchase Agreement, dated as of December 23, 2013, among the Partnership and the purchasers named therein
10.1	Amendment No. 5 to Credit Agreement, dated as of December 23, 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

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EX-4.1

Exhibit 4.1

AMENDMENT NO. 5 TO NOTE PURCHASE AGREEMENT

THIS AMENDMENT NO. 5 TO NOTE PURCHASE AGREEMENT, dated as of December 23, 2013 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, and Amendment No. 4 thereto dated as of November 5, 2013 (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) hereof) and the holders of Notes listed on the signature pages hereto (collectively, the “Noteholders”).

RECITALS:

A.The Company and the Purchasers party thereto have previously entered into the Existing Note Purchase Agreement.  Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Existing Note Purchase 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 certain amendments to the Existing Note Purchase Agreement as more fully described herein below.

D.The Noteholders have agreed 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 PURCHASE 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 in their entirety Sections 9.12(b) and 9.12(c) of the Existing Note Purchase Agreement, effective as of the Effective Date, to read as follows:

(b)(i) Keep the Risk Management Policy in full force and effect, and in accordance therewith, conduct its business in compliance with the Risk Management Policy, and (ii) ensure that the Note Parties’ Net Open Positions at no time exceed (A) 350,000 barrels or barrel equivalents of Crude Oil, (B) 450,000 barrels of Natural Gas Liquids or (C) 1,500,000 MMBTUs of Natural Gas.

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(c)Provide written notice to the holders of Notes of any material amendment, modification, supplement or other change to the Risk Management Policy not later than 10 Business Days after any such amendment, modification, supplement or other change; provided that changes in personnel reflected in the Risk Management Policy will not be deemed “material” for purposes of this Section 9.12(c) and provided further that no changes shall be made by the Note Parties that would have the effect of causing the Note Parties’ Net Open Positions to exceed (i) 350,000 barrels or barrel equivalents of Crude Oil (ii) 450,000 barrels of Natural Gas Liquids or (iii) 1,500,000 MMBTUs of Natural Gas.

Section 2.  EFFECTIVENESS OF AMENDMENTS.  The amendments set forth 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 conditions provided immediately below in this Section 2 (with each of the documents referred to below being in form and substance satisfactory to the Required Holders and in full force and effect):

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

(b)Representations and Warranties.  Each of the representations and warranties of the Company made in this Amendment shall be true and correct on and as of the Effective Date.

(c)Amendment to Credit Agreement.  The Noteholders shall have received a copy of an amendment in respect of the Credit Agreement, dated on or prior to the date hereof, in form and substance satisfactory to the Required Holders and executed and delivered by the Note Parties, the Administrative Agent and the Required Lenders (as defined in the Credit Agreement).

(d)Proceedings and Documents.  All corporate and other proceedings pertaining directly to this Amendment and all documents and instruments directly incident to this Amendment shall be satisfactory to the Required Holders 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 Required Holders or such special counsel may reasonably request.

Section 3.  REPRESENTATIONS AND WARRANTIES; NO DEFAULT.  To induce the Noteholders to enter into this Amendment, the Company (by delivery of its counterpart to this Amendment) hereby (i) represents and warrants to the Noteholders that after giving effect to this Amendment and the contemporaneous amendments to the Credit Agreement, its representations and warranties contained in the Note Purchase Agreement are true and correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall be correct in all respects) 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 in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a

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like qualification, which were true in all respects) as of such earlier date), (ii) represents and warrants to the Noteholders 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 limited partnership 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 exists under any of the Note Documents (both immediately before and after giving effect to this Amendment) or will result from the making of this Amendment.

Section 4.  EXPENSES.  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, 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 all other related documentation.  This Section 4 shall not be construed to limit the Company’s obligations under Section 15.1 of the Existing Note Purchase Agreement.

Section 5.  MISCELLANEOUS.

(a)GOVERNING 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 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 by the parties hereto.  As a material inducement to the undersigned to amend the Existing Note Purchase 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 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 Purchase 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: NGL Energy Holdings LLC,
its general partner
	By:	/s/ Atanas H. Atansov
	Name:	Atanas H. Atanasov
	Title:	Chief Financial Officer and Treasurer

Signature Page to Amendment No. 5 to Note Purchase Agreement

The foregoing is hereby agreed to as of the date hereof:

NOTEHOLDERS:
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA, as a Noteholder
By:	/s/ Matthew Baker
Name:	Matthew Baker
Title:	Vice President
PRUCO LIFE INSURANCE COMPANY,
as a Noteholder
By:	/s/ Matthew Baker
Name:	Matthew Baker
Title:	Assistant Vice President
UNIVERSAL PRUDENTIAL ARIZONA
REINSURANCE COMPANY, as a Noteholder
By:	Prudential Investment Management, Inc.,
	as investment manager
By:	/s/ Matthew Baker
Name:	Matthew Baker
Title:	Vice President
PRUDENTIAL ARIZONA REINSURANCE
CAPTIVE COMPANY, as a Noteholder
By:	Prudential Investment Management, Inc.,
	as investment manager
By:	/s/ Matthew Baker
Name:	Matthew Baker
Title:	Vice President

Signature Page to Amendment No. 5 to Note Purchase Agreement

PRUDENTIAL ARIZONA REINSURANCE
	UNIVERSAL COMPANY, as a Noteholder
By:	Prudential Investment Management, Inc.,
	as investment manager
By:	/s/ Matthew Baker
Name:	Matthew Baker
Title:	Vice President
PRUDENTIAL RETIREMENT INSURANCE AND
	ANNUITY COMPANY, as a Noteholder
By:	Prudential Investment Management, Inc.,
	as investment manager
By:	/s/ Matthew Baker
Name:	Matthew Baker
Title:	Vice President

Signature Page to Amendment No. 5 to Note Purchase 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

Signature Page to Amendment No. 5 to Note Purchase Agreement

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF
	AMERICA, as a Noteholder
By:	/s/ Andrew M. Leicester
Name:	Andrew M. Leicester
Title:	Director

Signature Page to Amendment No. 5 to Note Purchase Agreement

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. 5 to Note Purchase Agreement

Agreed to and acknowledged by the undersigned solely with respect to Section 5(c) hereof:

GUARANTORS:
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. Atansov
Name:	Atanas H. Atanasov
Title:	Chief Financial Officer and Treasurer

Signature Page to Amendment No. 5 to Note Purchase Agreement

HIGH SIERRA ENERGY, LP (by High Sierra Energy GP, LLC, its general partner)
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.
HIGH SIERRA MARINE, LLC
HIGH SIERRA WATER-EAGLE FORD, LLC
PETRO SOURCE TERMINALS, LLC
PECOS GATHERING & MARKETING, L.L.C.
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
HIGH SIERRA KARNES SWD, LLC
HIGH SIERRA NIXON SWD, LLC
HIGH SIERRA PEARSALL SWD, LLC
HIGH SIERRA CANADA HOLDINGS, LLC
HIGH SIERRA COTULLA SWD, LLC
HIGH SIERRA SWD OPERATOR, LLC
HIGH SIERRA SWD SHARED SERVICES, LLC
HIGH SIERRA WATER PERMIAN, LLC
LOTUS OILFIELD SERVICES, L.L.C.
COASTAL PLAINS DISPOSAL #1, L.L.C.
By:	/s/ Atanas H. Atansov
Name:	Atanas H. Atanasov
Title:	Chief Financial Officer

Signature Page to Amendment No. 5 to Note Purchase Agreement

GAVILON, LLC, a Delaware limited liability company;
GAVILON ENERGY HOLDINGS I, LLC, a Delaware limited liability company;
GAVILON ENERGY HOLDINGS II, LLC, a Delaware limited liability company;
GAVILON ENERGY HOLDINGS III, LLC, a Delaware limited liability company;
GAVILON ENERGY HOLDINGS IV, LLC, a Delaware limited liability company;
GAVILON MIDSTREAM ENERGY, LLC, a Delaware limited liability company;
GAVILON OIL TANKS AND TERMINALS, LLC, an Oklahoma limited liability company;
GAVILON PIPELINE AND STORAGE, LLC, an Oklahoma limited liability company;
GAVILON SHIPPING AND TRADING, LLC, a Delaware limited liability company;
GAVILON ENERGY TRANSPORTATION HOLDCO, LLC, a Delaware limited liability company;
GAVILON ENERGY LOGISTICS, LLC, a Delaware limited liability company;
GAVILON ENERGY TRANSPORT SERVICES, LLC, a Delaware limited liability company
By:	/s/ Atanas H. Atansov
Name:	Atanas H. Atanasov
Title:	Chief Financial Officer

Signature Page to Amendment No. 5 to Note Purchase Agreement

EX-10.1

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 5 TO CREDIT AGREEMENT

AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated as of December 23, 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, Amendment No. 3 thereto dated as of September 30, 2013, and Amendment No. 4 thereto dated as of November 5, 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 6.17(b) of the Credit Agreement (Hedging Strategy; Risk Management Policy).  Section 6.17(b) of the Credit Agreement is hereby amended by deleting the phrase “Net Open Positions at no time exceeds 150,000 barrels or barrel equivalents of Crude Oil and no more than 350,000 barrels of Natural Gas Liquids.” as it appears at the end of such Section and inserting in lieu thereof the following:

“Net Open Positions at no time exceed (i) 350,000 barrels or barrel equivalents of Crude Oil, (ii) 450,000 barrels of Natural Gas Liquids, and (iii)  1,500,000 MMBTUs of Natural Gas.”

3.             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.

4.             Conditions to Effectiveness.  This Amendment shall become effective upon the first date on which the Administrative Agent shall have received this Amendment executed and delivered by a duly authorized officer of each Credit Party party hereto and duly executed counterparts to this Amendment from the Lenders constituting the Required Lenders.

5.             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.

6.             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.

7.             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.

8.             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.

9.             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.

10.          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’ AGENT:
NGL ENERGY OPERATING LLC
By:	/s/ Atanas H. Atanasov
	Name: Atanas H. Atanasov
	Title: Chief Financial Officer and Treasurer
GUARANTOR:
NGL ENERGY PARTNERS LP
By: NGL Energy Holdings LLC,
its general partner
By:		/s/ Atanas H. Atanasov
		Name: Atanas H. Atanasov
		Title: Chief Financial Officer and Treasurer

Signature Page to Amendment No. 5 to Credit Agreement

LOAN PARTIES:
GAVILON, LLC
GAVILON ENERGY HOLDINGS I, LLC
GAVILON ENERGY HOLDINGS II, LLC
GAVILON ENERGY HOLDINGS III, LLC
GAVILON ENERGY HOLDINGS IV, LLC
GAVILON ENERGY LOGISTICS, LLC
GAVILON ENERGY TRANSPORTATION HOLDCO, LLC
GAVILON ENERGY TRANSPORT SERVICES, LLC
GAVILON MIDSTREAM ENERGY, LLC
GAVILON OIL TANKS AND TERMINALS, LLC
GAVILON PIPELINE AND STORAGE, LLC
GAVILON SHIPPING AND TRADING, LLC
HICKSGAS, LLC
NGL ENERGY OPERATING LLC
NGL-MA REAL ESTATE, LLC NGL-MA, LLC NGL-NE REAL ESTATE, LLC NGL SUPPLY, LLC NGL SUPPLY RETAIL, LLC NGL SUPPLY WHOLESALE, LLC NGL SUPPLY TERMINAL COMPANY, LLC OSTERMAN PROPANE, LLC
By:	/s/ Atanas H. Atansov
	Name: Atanas H. Atanasov
	Title: Chief Financial Officer and Treasurer

Signature Page to Amendment No. 5 to Credit Agreement

LOAN PARTIES:
ANDREWS OIL BUYERS, INC.
ANTICLINE DISPOSAL, LLC
BLACK HAWK GATHERING, L.L.C.
CENTENNIAL ENERGY, LLC
CENTENNIAL GAS LIQUIDS ULC
COASTAL PLAINS DISPOSAL #1, L.L.C.
GREENSBURG OILFIELD, LLC
HIGH SIERRA CANADA HOLDINGS, LLC,
HIGH SIERRA COMPRESSION, LLC
HIGH SIERRA COTULLA SWD, LLC
HIGH SIERRA CRUDE OIL & MARKETING, LLC
HIGH SIERRA ENERGY, LP
HIGH SIERRA ENERGY MARKETING, LLC
HIGH SIERRA ENERGY OPERATING, LLC
HIGH SIERRA KARNES SWD, LLC
HIGH SIERRA MARINE, LLC
HIGH SIERRA NIXON SWD, LLC,
HIGH SIERRA PEARSALL SWD, LLC,
HIGH SIERRA SERTCO, LLC
HIGH SIERRA SWD OPERATOR, LLC,
HIGH SIERRA SWD SHARED SERVICES, LLC
HIGH SIERRA TRANSPORTATION, LLC
HIGH SIERRA WATER-EAGLE FORD, LLC
HIGH SIERRA WATER HOLDINGS, LLC
HIGH SIERRA WATER PERMIAN, LLC,
HIGH SIERRA WATER SERVICES, LLC
LOTUS OILFIELD SERVICES, L.L.C.
MIDSTREAM OPERATIONS L.L.C.
PETRO SOURCE TERMINALS, LLC,
PECOS GATHERING & MARKETING, L.L.C.
By:	/s/ Atanas H. Atanasov
	Name: Atanas H. Atanasov
	Title: Chief Financial Officer

Signature Page to Amendment No. 5 to Credit Agreement

SECURED PARTIES:
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and as Collateral Agent
By:	/s/ Estelle Lawrence
	Name: Estell Lawrence
	Title: Vice President
By:	/s/ Debra A. Schwalb
	Name: Debra A. Schwalb
	Title: Vice President
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/ Vanuza Pereira Orato
	Name: Vanuze Pereira Orato
	Title: Associate

Signature Page to Amendment No. 5 to Credit Agreement

ROYAL BANK OF CANADA,
as a Lender
By:	/s/ Kristan Spivey
	Name: Kristan Spivey
	Title: Authorized Signatory
BNP PARIBAS,
as a Lender and Issuing Bank
By:	/s/ Keith Cox
	Name: Keith Cox
	Title: Managing Director
By:	/s/ Christine Dirringer
	Name: Christine Dirringer
	Title: Managing Director
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Lender
By:	/s/ Illegible Signature
	Name: Illegible Signature
	Title:
PNC BANK, NATIONAL ASSOCIATION,
as a Lender and Issuing Bank
By:	/s/ Chris Hermann
	Name: Christ Hermann
	Title: Vice President
THE ROYAL BANK OF SCOTLAND PLC,
as a Lender
By:	/s/ Steve Ray
	Name: Steve Ray
	Title: Authorized Signatory

Signature Page to Amendment No. 5 to Credit Agreement

BMO HARRIS BANK N.A,
as a Lender
By:
	Name:
	Title:
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/ Elizabeth Johnson
	Name: Elizabeth Johnson
	Title: Vice President
By:	/s/ Darrell Holley
	Name: Darrell Holley
	Title: Managing Director
BANK OF AMERICA, N.A.,
as a Lender and as an Issuing Bank
By:	/s/ Michael Clayborne
	Name: Michael Clayborne
	Title: Vice President

Signature Page to Amendment No. 5 to Credit Agreement

SUNTRUST BANK,
as a Lender
By:	/s/ Carmen Mallzia
	Name: Carmen Mallzia
	Title: Director
UBS AG, STAMFORD BRANCH,
as a Lender
By:	/s/ Lana Gifas
	Name: Lana Gifas
	Title: Director
By:	/s/ Lisa Murray
	Name: Lisa Murray
	Title: Associate Director
COMMERCE BANK, N.A.,
as a Lender
By:
	Name:
	Title:
AMEGY BANK NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Charles Troeger
	Name: Charles Troeger
	Title: Vice President
GOLDMAN SACHS BANK USA,
as a Lender
By:	/s/ Michelle Latzoni
	Name: Michelle Latzoni
	Title: Authorized Signatory

Signature Page to Amendment No. 5 to Credit Agreement

MACQUARIE BANK LIMITED,
as a Lender
By:	/s/ Byron den Hertog
	Name: Byron den Hertog
	Title: Division Director
By:	/s/ Nathan Booker
	Name: Nathan Booker
	Title: Associate Director
HSBC BANK USA, NA,
as a Lender
By:
	Name:
	Title:
KEYBANK NATIONAL ASSOCIATION,
as a Lender
By:
	Name:
	Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Andrew Ostrov
	Name: Andrew Ostrov
	Title: Director

Signature Page to Amendment No. 5 to Credit Agreement