AMENDMENT NO. 5 TO CREDIT AGREEMENT

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]

2

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/ Xxxxxx X. Xxxxxxxx
		Name: Xxxxxx X. Xxxxxxxx
		Title: Chief Financial Officer and Treasurer
	GUARANTOR:
	NGL ENERGY PARTNERS LP
	By: NGL Energy Holdings LLC,
	its general partner
	By:		/s/ Xxxxxx X. Xxxxxxxx
			Name: Xxxxxx X. Xxxxxxxx
			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 XXXXXXXX PROPANE, LLC
	By:	/s/ Xxxxxx X. Xxxxxxx
		Name: Xxxxxx X. Xxxxxxxx
		Title: Chief Financial Officer and Treasurer

Signature Page to Amendment No. 5 to Credit Agreement

	LOAN PARTIES:
	XXXXXXX 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 XXXXXX SWD, LLC
	HIGH SIERRA MARINE, LLC
	HIGH SIERRA XXXXX SWD, LLC,
	HIGH SIERRA XXXXXXXX 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/ Xxxxxx X. Xxxxxxxx
		Name: Xxxxxx X. Xxxxxxxx
		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/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxx Xxxxxxxx
		Title: Vice President
	By:	/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		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/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Director
	By:	/s/ Xxxxxx Xxxxxxx Orato
		Name: Vanuze Xxxxxxx Orato
		Title: Associate

Signature Page to Amendment No. 5 to Credit Agreement

	ROYAL BANK OF CANADA,
	as a Lender
	By:	/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Authorized Signatory
	BNP PARIBAS,
	as a Lender and Issuing Bank
	By:	/s/ Xxxxx Xxx
		Name: Xxxxx Xxx
		Title: Managing Director
	By:	/s/ Xxxxxxxxx Xxxxxxxxx
		Name: Xxxxxxxxx Xxxxxxxxx
		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/ Xxxxx Xxxxxxx
		Name: Xxxxxx Xxxxxxx
		Title: Vice President
	THE ROYAL BANK OF SCOTLAND PLC,
	as a Lender
	By:	/s/ Xxxxx Xxx
		Name: Xxxxx Xxx
		Title: Authorized Signatory

Signature Page to Amendment No. 5 to Credit Agreement

	BMO XXXXXX BANK N.A,
	as a Lender
	By:
		Name:
		Title:
	XXXXXXX XXXXX BANK, N.A.,
	as a Lender
	By:	/s/ Xxxxx X. Xxxxxxx
		Name: Xxxxx X. Xxxxxxx
		Title: Vice President
	ABN AMRO CAPITAL USA LLC,
	as a Lender
	By:	/s/ Xxxxxxxxx Xxxxxxx
		Name: Xxxxxxxxx Xxxxxxx
		Title: Vice President
	By:	/s/ Xxxxxxx Xxxxxx
		Name: Xxxxxxx Xxxxxx
		Title: Managing Director
	BANK OF AMERICA, N.A.,
	as a Lender and as an Issuing Bank
	By:	/s/ Xxxxxxx Xxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxx
		Title: Vice President

Signature Page to Amendment No. 5 to Credit Agreement

	SUNTRUST BANK,
	as a Lender
	By:	/s/ Xxxxxx Mallzia
		Name: Xxxxxx Mallzia
		Title: Director
	UBS AG, STAMFORD BRANCH,
	as a Lender
	By:	/s/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		Title: Director
	By:	/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: Associate Director
	COMMERCE BANK, N.A.,
	as a Lender
	By:
		Name:
		Title:
	AMEGY BANK NATIONAL ASSOCIATION,
	as a Lender
	By:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Vice President
	XXXXXXX SACHS BANK USA,
	as a Lender
	By:	/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title: Authorized Signatory

Signature Page to Amendment No. 5 to Credit Agreement

	MACQUARIE BANK LIMITED,
	as a Lender
	By:	/s/ Xxxxx den Xxxxxx
		Name: Xxxxx den Hertog
		Title: Division Director
	By:	/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Associate Director
	HSBC BANK USA, NA,
	as a Lender
	By:
		Name:
		Title:
	KEYBANK NATIONAL ASSOCIATION,
	as a Lender
	By:
		Name:
		Title:
	XXXXX FARGO BANK, NATIONAL ASSOCIATION,
	as a Lender
	By:	/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Director

Signature Page to Amendment No. 5 to Credit Agreement