Exhibit 10.1

AMENDMENT NO. 8 TO CREDIT AGREEMENT

AMENDMENT NO. 8 TO CREDIT AGREEMENT , dated as of June 26, 2019 (this “ Amendment ”), to the Amended and Restated Credit Agreement dated as of February 14, 2017 (as amended by Amendment No. 1 to Credit Agreement dated as of March 31, 2017, Amendment No. 2 to Credit Agreement dated June 2, 2017, Amendment No. 3 to Credit Agreement dated February 5, 2018, Amendment No. 4 to Credit Agreement dated March 6, 2018, Amendment No. 5 to Credit Agreement dated May 24, 2018, Amendment No. 6 to Credit Agreement dated as of July 5, 2018, Amendment No. 7 to Credit Agreement dated as of February 6, 2019, 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 ”), each subsidiary of Parent identified as a “Guarantor” under the Credit Agreement (together with the Parent, each, a “ Guarantor ” and collectively, the “ Guarantors ”) 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 (as defined below) (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 1.1 (Certain Defined Terms) of the Credit Agreement . The term “Intercreditor Agreement” as such term is defined in Section 1.1 of the Credit Agreement is hereby amended by deleting such defined term in its entirety and inserting in lieu thereof the following:

“means (i) the Collateral Agency and Intercreditor Agreement dated as of the date hereof among the Collateral Agent, the holders of the Senior Notes party thereto, and the Credit Parties, and (ii) any other intercreditor agreement entered into in connection with Permitted Term Indebtedness that the Administrative Agent has been authorized to enter by each Secured Party pursuant to Section 10.25 of this Agreement.”

3. Amendment to Section 7.2(b) (Liens) of the Credit Agreement . Section 7.2(b) of the Credit Agreement is hereby amended by deleting such provision in its entirety and inserting in lieu thereof the following:

“(b)  Liens against the Collateral in favor of the Collateral Agent as security for the Obligations and the Permitted Term Indebtedness;”

4. 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 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.

5. 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 each of the Credit Parties, and by 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 Technical Agent shall have received all such counterpart originals or certified or other copies of such documents as the Technical Agent may reasonably request.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

[ Signature Pages Follow ]

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 AND BORROWER :

NGL ENERGY OPERATING LLC,

a Delaware limited liability company

PARENT :

NGL ENERGY PARTNERS LP,

a Delaware limited partnership, in its capacity as Parent and as Guarantor

GUARANTORS :

ANTICLINE DISPOSAL, LLC

CENTENNIAL ENERGY, LLC

CENTENNIAL GAS LIQUIDS ULC

CHOYA OPERATING, LLC

GRAND MESA PIPELINE, LLC

NGL CRUDE CUSHING, LLC

NGL CRUDE LOGISTICS, LLC

NGL CRUDE TERMINALS, LLC

NGL CRUDE TRANSPORTATION, LLC

NGL ENERGY EQUIPMENT, LLC

NGL ENERGY FINANCE CORP.

NGL ENERGY HOLDINGS II, LLC

NGL ENERGY LOGISTICS, LLC

NGL ENERGY OPERATING LLC

NGL ENERGY PARTNERS LP

NGL LIQUIDS, LLC

NGL MARINE, LLC

NGL MILAN INVESTMENTS, LLC

NGL SOUTH RANCH, INC.

NGL SUPPLY TERMINAL COMPANY, LLC

NGL SUPPLY WHOLESALE, LLC

NGL WATER PIPELINES, LLC

NGL WATER SOLUTIONS, LLC

NGL WATER SOLUTIONS DJ, LLC

NGL WATER SOLUTIONS EAGLE FORD, LLC

NGL WATER SOLUTIONS - ORLA SWD, LLC

NGL WATER SOLUTIONS PERMIAN, LLC

TRANSMONTAIGNE LLC

TRANSMONTAIGNE PRODUCT SERVICES LLC

TRANSMONTAIGNE SERVICES LLC

SECURED PARTIES :

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and as Collateral Agent

DEUTSCHE BANK AG, NEW YORK BRANCH,

as a Lender, as Swingline Lender, as an Issuing Bank and as Technical Agent

ROYAL BANK OF CANADA,

as a Lender

BNP PARIBAS,

as a Lender and Issuing Bank

By:

Name:

Title:

By:

Name:

Title:    

PNC BANK, NATIONAL ASSOCIATION

as a Lender

BARCLAYS BANK PLC,

as a Lender

ABN AMRO CAPITAL USA LLC,

as a Lender

TORONTO DOMINION BANK, NEW YORK BRANCH,

as a Lender

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

MIZUHO BANK, LTD.,

as a Lender

UBS AG, STAMFORD BRANCH,

as a Lender

By:

Name:

Title:

By:

Name:

Title:

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as a Lender

GOLDMAN SACHS BANK USA,

as a Lender

MACQUARIE BANK LIMITED,

as a Lender

    

RAYMOND JAMES BANK, N.A.,

as a Lender

CITIZENS BANK, N.A.,

as a Lender