AMENDMENT NO. 10 TO NOTE PURCHASE AGREEMENT

THIS AMENDMENT NO. 10 TO NOTE PURCHASE AGREEMENT, dated as of February 9, 2016, 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, Amendment No. 4 thereto dated as of November 5, 2013, Amendment No. 5 thereto dated as of December 23, 2013, Amendment No. 6 thereto dated as of June 30, 2014, Amendment No. 7 thereto dated as of December 19, 2014, Amendment No. 8 thereto dated as of May 1, 2015, and Amendment No. 9 thereto dated as of December 28, 2015 (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”).

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 the Existing Note Purchase Agreement as set forth below, effective as of the Effective Date:

(a)Amendment to Section 10.12(a) of the Existing Note Purchase Agreement. Section 10.12(a) of the Existing Note Purchase Agreement is hereby amended by (i) deleting in its entirety the text “(provided that for the fiscal year ending March 31, 2016, the Company shall be permitted to redeem common units of the Company for an aggregate amount not to exceed $45,000,000)” and (ii) adding the following text immediately after the text “this Section 10.12(a))”:

“; provided that, notwithstanding the foregoing, (A) during the Increased Permitted Redemption Period and to the extent that both (I) the TransMontaigne GP Disposition has been consummated in accordance with its terms and (II) the Company has obtained aggregate net cash proceeds of not less than $200,000,000 from any combination of unsecured Indebtedness permitted by Section 10.7(m) and the Company’s issuance of Equity Interests, in each case incurred or issued on or after the Amendment No. 10 Effective Date, the Company shall be permitted to redeem, purchase, retire or otherwise acquire common units of the Company in an aggregate amount not to exceed $75,000,000 (such amount not to be in addition to any other limit set forth in this Section 10.12(a)(i)), and (B) after the expiration of the Increased Permitted Redemption Period, (x) the limits set forth in this Section 10.12(a)(i) (without giving effect to this proviso) shall apply and all of the redemptions, repurchases, retirements or other acquisitions of Equity Interests that occurred during the Increased Permitted Redemption Period shall reduce the available amounts otherwise permitted under Section 10.12(a)(i) (for the avoidance of doubt, redemptions, repurchases, retirements and acquisitions of Equity Interests made during the Increased Permitted Redemption Period that were permitted by clause (A) of this proviso shall not be deemed a breach of the limits set forth in Section 10.12(a)(i) after the expiration of such Increased Permitted Redemption Period), and (y) if the Company redeems, repurchases, retires or otherwise acquires common units of the

Company in an aggregate amount in excess of $45,000,000 during the Increased Permitted Redemption Period, no Note Party shall be permitted to redeem, purchase, retire or otherwise acquire any Equity Interests of the Company prior to January 1, 2019 unless the Company has delivered a certificate of a Financial Officer of the Company pursuant to Section 7.2 of this Agreement evidencing that the Leverage Ratio of the Note Parties as of the last day of the most recently ended fiscal quarter ending after December 31, 2015 is not greater than 3.50 to 1.00,”

(b)    Amendments to Schedule B to the Existing Note Purchase Agreement. Schedule B to the Existing Note Purchase Agreement is hereby amended by adding the following definitions in appropriate alphabetical order to read in their entirety as follows:

“Amendment No. 10 Effective Date” means February 9, 2016.

“Increased Permitted Redemption Period” means the period from and including the Amendment No. 10 Effective Date to but excluding September 15, 2016.

“TransMontaigne GP Disposition” means the sale of all of the Equity Interests in TransMontaigne GP LLC, a Delaware limited liability company, by TransMontaigne Services LLC, a Delaware limited liability company, to Gulf TLP Holding, LLC, a Delaware limited liability company (or an Affiliate thereof), for aggregate gross cash consideration of approximately $350,000,000 on or before March 31, 2016, which such cash consideration shall be applied promptly upon receipt thereof as follows: (i) $250,000,000 of such cash consideration to prepay outstanding Acquisition Revolving Loans (as defined in the Credit Agreement) and (ii) the remainder of such cash consideration (net of costs, expenses, fees and other similar payments made in connection with such sale) to be applied to prepay outstanding Working Capital Revolving Loans (as defined in the Credit Agreement).

(c)    Amendment to Schedule B to the Existing Note Purchase Agreement. Schedule B to the Existing Note Purchase Agreement is hereby further amended by amending the definition of “Indebtedness” by (i) deleting the text “and” immediately prior to clause (k) and (ii) deleting the period at the end of such definition and inserting in lieu thereof the text “; and (l) all mandatory obligations of such Person to purchase, redeem, retire or defease any Equity Interests in such Person or any other Person prior to June 20, 2022, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends.”

(d)    Amendments to Schedule 5.4 to the Existing Note Purchase Agreement. Schedule 5.4 to the Existing Note Purchase Agreement is hereby amended by deleting such Schedule in its entirety and replacing it with Schedule 5.4 attached hereto as Annex A.

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)Payment of Amendment Fee. The Company shall have paid a fee to each Noteholder equal to 0.10% multiplied by the aggregate outstanding principal amount of the Notes held by such Noteholder.

(e)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 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) except to the extent waived herein, 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. Except as expressly provided hereby, all of the terms and provisions of the Note Purchase Agreement and the other Note 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 Note Purchase Agreement or any other Note Document or for any purpose, except as expressly set forth herein, or a consent to any further or future action on the part of any Note Party that would require the waiver or consent of the Noteholders.

By: NGL Energy Holdings LLC,

its general partner

By: /s/ H. Michael Krimbill

Name: /s/ H. Michael Krimbill

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

OF AMERICA, as a Noteholder

By: /s/ Brian N. Thomas

Name: /s/ Brian N. Thomas

Title: Vice President

PRUCO LIFE INSURANCE COMPANY,

as a Noteholder

By: /s/ Brian N. Thomas

Name: /s/ Brian N. Thomas

Title: Assistant Vice President

REINSURANCE COMPANY, as a Noteholder

By:    PGIM, Inc.,

as investment manager

By: /s/ Brian N. Thomas

Name: /s/ Brian N. Thomas

Title: Vice President

CAPTIVE COMPANY, as a Noteholder

By:    PGIM, Inc.,

as investment manager

By: /s/ Brian N. Thomas

Name: /s/ Brian N. Thomas

Title: Vice President

UNIVERSAL COMPANY, as a Noteholder

By:    PGIM, Inc.,

as investment manager

By: /s/ Brian N. Thomas

Name: /s/ Brian N. Thomas

Title: Vice President

ANNUITY COMPANY, as a Noteholder

By:    PGIM, Inc.,

as investment manager

By: /s/ Brian N. Thomas

Name: /s/ Brian N. Thomas

Title: Vice President

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)

AIG PROPERTY CASUALTY COMPANY (f/k/a 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

AMERICA, as a Noteholder

By: /s/ Andrew M. Leicester

Name:    Andrew M. Leicester

Title:    Senior 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/ Jeffery Mayer

Name:    Jeffery Mayer

Title:    Managing Director, Private Securitization Finance

Private Fixed Income

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

By: /s/ H. Michael Krimbill

Name: /s/ H. Michael Krimbill

Title: Chief Executive Officer