Amendment No. 1 to Term Credit Agreement, dated September 14, 2020, by and among NGL Energy Partners LP, NGL Energy Operating LLC, the other subsidiary borrowers party thereto, Wil

AMENDMENT NO. 1 TO TERM CREDIT AGREEMENT, dated as of September 14, 2020 (this “Amendment”), to the Term Credit Agreement dated as of June 3, 2020 (as 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 (“Borrower”), each subsidiary of Parent identified as a “Guarantor” under the Credit Agreement (together with the Parent, each, a “Guarantor” and collectively, the “Guarantors”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Administrative Agent”), each of the lenders party thereto or which may from time to time become a party thereto (individually, a “Lender” and collectively, the “Lenders” and together with the Administrative Agent, the “Secured Parties”).

WHEREAS, the Borrower has 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 7.1 (Indebtedness) of the Credit Agreement. Section 7.1(l) of the Credit Agreement is hereby amended by amending and restating the introductory paragraph of such section to read as follows:

“(l) (i) Indebtedness under the Existing Credit Agreement (and refinancings or replacements in respect thereof) and (ii) any Secured Qualified Hedging Obligations and any Secured Qualified Bank Product Obligations to the extent permitted under the Existing Credit Agreement (or any refinancings or replacements in respect thereof), in an aggregate principal amount not to exceed the sum of (A) (1) $2,065,000,000 minus (2) the aggregate amount of any Refinancing Indebtedness incurred pursuant to Section 7.1(h) that is used to refinance or repay any amounts outstanding under this Section 7.1(l) in accordance with such Section 7.1(h) plus (B) the aggregate amount of Secured Qualified Hedging Obligations (as defined in the Existing Credit Agreement (or any refinancings or replacements in respect thereof)) and Secured Qualified Bank Product Obligations (as defined in the Existing Credit Agreement (or any refinancings or replacements in respect thereof)) permitted under the Existing Credit Agreement (or any refinancings or replacements in respect thereof); provided, that:”

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 (unless already qualified by materiality in which case such applicable representation and warranty are true and correct) 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 (unless already qualified by materiality in which case such applicable representation and warranty are true and correct) as of such earlier date); (ii) represents and warrants to the Administrative Agent and the Lenders that it (x) has the requisite power and authority to make, deliver and perform this Amendment; (y) has taken all necessary corporate, limited liability company, limited partnership or other action to authorize its execution, delivery and performance of this Amendment, and (z) has duly executed and delivered this Amendment and (iii) certifies that no Default or Event of Default has occurred and is continuing under the Credit Agreement (after giving effect to this Amendment) or will result from the making of this Amendment.

4.Effectiveness of Amendments. This Amendment shall become effective upon the first date on which each of the following conditions has been satisfied:

(a) Amendment Documents. The Administrative Agent shall have received this Amendment, duly executed and delivered by (i) each of the Credit Parties and (ii) the Lenders constituting the Required Lenders.

(b) Proceedings and Documents. All corporate and other proceedings pertaining directly to this Amendment and all documents, instruments directly incident to this Amendment shall be satisfactory to the required Lenders and their respective counsel and the Administrative Agent shall have received all such counterpart originals or certified or other copies of such documents as the Administrative Agent may reasonably request.

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. Upon the execution of this Agreement by each of the parties hereto, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement and each reference in the other Loan Documents to “the Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

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.Loan Documents. For the avoidance of doubt, it is understood and agreed that this Amendment is a Loan Document.

11.Administrative Agent Instruction. By its execution hereof, each of the undersigned Lenders hereby authorizes and directs the Administrative Agent to execute and deliver this Amendment on the date hereof.

By: /s/ Robert W. Karlovich III

By: /s/ Robert W. Karlovich III

By: /s/ Robert W. Karlovich III

By: /s/ Jay Campbell

By: /s/ Joseph D. Glatt

By: /s/ Joseph D. Glatt

By: /s/ Joseph D. Glatt

By: /s/ Joseph D. Glatt

By: /s/ Laurie D. Medley

By: /s/ Shailini Rao