SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NGL ENERGY PARTNERS LPLimited Partnership Agreement • May 17th, 2011 • NGL Energy Partners LP • Retail-miscellaneous retail • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NGL ENERGY PARTNERS LP (formerly known as Silverthorne Energy Partners LP) dated as of May 10, 2011 and effective as set forth in Section 16.8, is entered into by and among NGL Energy Holdings LLC, a Delaware limited liability company, as the General Partner, and the Initial Limited Partners (as defined herein), together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
NGL ENERGY PARTNERS LP, NGL ENERGY FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 7.5% SENIOR NOTES DUE 2026Indenture • April 9th, 2019 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
INDENTURE dated as of April 9 ,2019 among NGL Energy Partners LP, a Delaware limited partnership (the “Company”), NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors (as defined) and U.S. Bank National Association, as trustee (the “Trustee”).
NGL ENERGY OPERATING LLC, NGL ENERGY FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 7.500% SENIOR SECURED NOTES DUE 2026 INDENTURE Dated as of February 4, 2021 U.S. BANK NATIONAL ASSOCIATION Trustee and Collateral AgentIndenture • February 8th, 2021 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
INDENTURE dated as of February 4, 2021 among NGL Energy Operating LLC, a Delaware limited liability company (the “Operating LLC”), NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with Operating LLC, the “Issuers”), each a wholly owned subsidiary of NGL Energy Partners LP, a Delaware limited partnership (the “Company”), the Guarantors (as defined) and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”) and as notes collateral agent (in such capacity, the “Collateral Agent”).
NGL ENERGY PARTNERS LP 8,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2014 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
NGL Energy Partners LP, a Delaware limited partnership (the “Partnership”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to the issuance and sale by the Partnership of a total of 8,000,000 common units (the “Initial Units”) representing limited partner interests in the Partnership (the “Common Units”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Initial Units set forth in Exhibit A hereto, and, with respect to the grant by the Partnership to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the 1,20
REGISTRATION RIGHTS AGREEMENT by and among NGL Energy Partners LP, NGL Energy Finance Corp., the Guarantors listed on Schedule A hereto, RBC Capital Markets, LLC and Mizuho Securities USA LLC Dated as of April 9, 2019Registration Rights Agreement • April 9th, 2019 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of April 4, 2019 (the “Purchase Agreement”), by and among the Obligors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Obligors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers under the Purchase Agreement as set forth in Section 5(n) of the Purchase Agreement.
FIRST AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • August 8th, 2024 • NGL Energy Partners LP • Natural gas transmission • New York
This TERM LOAN CREDIT AGREEMENT (as the same may be amended, restated, amended and restated, refinanced, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of February 2, 2024, among NGL ENERGY PARTNERS LP, a Delaware limited partnership (the “Parent”), NGL ENERGY OPERATING LLC, a Delaware limited liability company, as borrower (the “Borrower”), TORONTO DOMINION (TEXAS) LLC, as Administrative Agent and Collateral Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
LLC INTEREST TRANSFER AGREEMENT DATED AS OF AUGUST 1, 2013 BY AND AMONG OWL COTULLA SWD, LLC, OILFIELD WATER LINES, LP, PJB IRREVOCABLE TRUST, NGL ENERGY PARTNERS LP, AND HIGH SIERRA WATER-EAGLE FORD, LLCLLC Interest Transfer Agreement • August 7th, 2013 • NGL Energy Partners LP • Retail-miscellaneous retail • Texas
THIS LLC INTEREST TRANSFER AGREEMENT (this “Agreement”) dated as of August 1, 2013 (the “Execution Date”), is entered into by and among Oilfield Water Lines, LP, a Texas limited partnership (“OWL”), PJB Irrevocable Trust (the “Trust”, and together with OWL, each a “Transferor,” and collectively “Transferors”), OWL Cotulla SWD, LLC, a Texas limited liability company (the “Company”), High Sierra Water-Eagle Ford, LLC, a Delaware limited liability company (“HSE”), and NGL Energy Partners LP, a Delaware limited partnership (“NGL”, and together with HSE, the “NGL Group Entities”).
CONTRIBUTION AND SALE AGREEMENT By and Between NGL ENERGY PARTNERS LP (As Buyer) and PACER-PORTLAND PROPANE, L.L.C. (As Seller) Dated as of December 12, 2011Contribution and Sale Agreement • January 9th, 2012 • NGL Energy Partners LP • Retail-miscellaneous retail • Oregon
This CONTRIBUTION AND SALE AGREEMENT dated as of December 12, 2011 (this “Agreement”) is by and between NGL Energy Partners LP, a Delaware limited partnership (“Buyer”), and Pacer—Portland Propane, L.L.C., an Oregon limited liability company (“Seller”);
NGL ENERGY PARTNERS LP $200,000,000 of Common Units Representing Limited Partner Interests EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 24th, 2016 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
Pursuant to this agreement, entered into as of the date first written above (this “Agreement”), NGL Energy Partners LP, a Delaware limited partnership (the “Partnership”), confirms its agreement regarding the matters set forth herein, with (a) Wells Fargo Securities, LLC (“Wells Fargo”), (b) Credit Suisse Securities (USA) LLC (“Credit Suisse”) and (c) SunTrust Robinson Humphrey, Inc. (“SunTrust”). Each of Wells Fargo, Credit Suisse and SunTrust is referred to herein as a “Manager,” and all of them are referred to herein collectively as the “Managers.”
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 2nd, 2024 • NGL Energy Partners LP • Natural gas transmission • New York
CREDIT AGREEMENT, dated as of February 4, 2021 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time after the date hereof, this “Agreement”), among NGL ENERGY OPERATING LLC, a Delaware limited liability company (the “Company”), NGL ENERGY PARTNERS LP, a Delaware limited partnership (the “Parent”), the several Lenders from time to time parties hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as Collateral Agent (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG NGL ENERGY PARTNERS LP AND THE PURCHASERS NAMED HEREINRegistration Rights Agreement • November 1st, 2019 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2019, by and among NGL Energy Partners LP, a Delaware limited partnership (the “Partnership”), EIG Neptune Equity Aggregator, L.P., a Delaware limited partnership (“Neptune”), FS Energy and Power Fund, a Delaware Statutory Trust (the “Trust” and together with Neptune, the “Initial Purchasers”) and GCM Pellit Holdings, LLC (“Foundation”) (each of the Initial Purchasers and Foundation, a “Purchaser” and collectively, the “Purchasers”).
SEVENTH SUPPLEMENTAL INDENTURESupplemental Indenture • February 28th, 2019 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
SEVENTH SUPPLEMENTAL INDENTURE, dated as of July 18, 2018 (this “Supplemental Indenture”), among NGL Energy Partners LP, a Delaware limited partnership (“NGL LP”), NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.,” and, together with NGL LP, the “Issuers”), NGL Water Pipelines, LLC, a Texas limited liability company and a subsidiary of NGL LP (the “Guaranteeing Subsidiary”), the other Guarantors (as defined in the Indenture referred to below), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
500,000,000 6.125% Senior Notes due 2025 PURCHASE AGREEMENT Dated: February 16, 2017Purchase Agreement • February 22nd, 2017 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
NGL Energy Partners LP, a Delaware limited partnership (the “Partnership”), and NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), propose to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $500,000,000 aggregate principal amount of its 6.125% Senior Notes due 2025 (the “Notes”). The Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, pursuant to guarantees (the “Guarantees”) by (i) the subsidiaries of the Partnership named in Schedule 2 hereto (collectively, the “Guarantors”) and (ii) any subsidiary of the Partnership or the Guarantors formed or acquired after the Closing Date (as defined below) that guarantees the Notes in accordance with the terms of the Indenture (as defined below), and their respective successors and assigns, pursuant to thei
NGL ENERGY PARTNERS LP 8,800,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • February 17th, 2017 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NGL ENERGY HOLDINGS LLC, A Delaware Limited Liability Company Dated as of February 25, 2013Limited Liability Company Agreement • February 28th, 2013 • NGL Energy Partners LP • Retail-miscellaneous retail • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of NGL Energy Holdings LLC (the “Company”), dated as of February 25, 2013, and giving effect retroactively to the terms hereof as of June 19, 2012, is adopted, executed and agreed to, for good and valuable consideration, by NGL Holdings, Inc., a Delaware corporation (“NGL Holdings”), KrimGP2010, LLC, an Oklahoma limited liability company (“Krimbill GP”), Atkinson Investors, LLC, a Texas limited liability company (“Atkinson”), Infrastructure Capital Management, LLC, a New York limited liability company (“ICM” and, collectively with Krimbill GP and Atkinson, the “IEP Group”), Coady Enterprises, LLC, an Illinois limited liability company (“Coady Enterprises”), Thorndike, LLC, an Illinois limited liability company (“Thorndike” and, together with Coady Enterprises, the “Coady Group”), SemStream, L.P., a Delaware limited partnership (“SemStream”), Impact Development, LLC, a Colorado limited liability Compa
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NGL ENERGY PARTNERS LPLimited Partnership Agreement • April 2nd, 2019 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NGL ENERGY PARTNERS LP (formerly known as Silverthorne Energy Partners LP) dated as of April 2, 2019, is entered into by NGL Energy Holdings LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
EIGHTH SUPPLEMENTAL INDENTURESupplemental Indenture • February 28th, 2019 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
EIGHTH SUPPLEMENTAL INDENTURE, dated as of February 21, 2017 (this “Supplemental Indenture”), among NGL Energy Partners LP, a Delaware limited partnership (“NGL LP”), NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.,” and, together with NGL LP, the “Issuers”), Choya Operating, LLC, a Texas limited liability company and a subsidiary of NGL LP, OPR, LLC, a Delaware limited liability company and a subsidiary of NGL LP and NGL Crude Canada ULC, an Alberta unlimited liability corporation and a subsidiary of NGL LP (together, the “Guaranteeing Subsidiaries” and each, a “Guaranteeing Subsidiary”), the other Guarantors (as defined in the Indenture referred to below), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • November 8th, 2019 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of October 31, 2019 (this “Supplemental Indenture”), among NGL Energy Partners LP, a Delaware limited partnership (“NGL LP”), NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.,” and, together with NGL LP, the “Issuers”), NGL Delaware Basin Holdings, LLC, a Delaware limited liability company and Subsidiary of NGL LP (the “Guaranteeing Subsidiary”), the other Guarantors (as defined in the Indenture referred to below), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2011 • NGL Energy Partners LP • Retail-miscellaneous retail • Delaware
This FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 3, 2011, by and among NGL Energy Partners LP, a Delaware limited partnership (the “Partnership”), Hicks Oils & Hicksgas, Incorporated, an Indiana corporation (“HOH”), NGL Holdings, Inc., a Delaware corporation (“NGL Holdings”), Krim2010, LLC, an Oklahoma limited liability company (“Krimbill”), Infrastructure Capital Management, LLC, a New York limited liability company (“ICM”), Atkinson Investors, LLC, a Texas limited liability company (“Atkinson,” and together with Krimbill and ICM, the “IEP Group”), Stanley A. Bugh, Robert R. Foster, Brian K. Pauling, Stanley D. Perry, Stephen D. Tuttle, Craig S. Jones, Daniel Post, Mark McGinty, Sharra Straight and David Eastin (such Holders collectively and together with HOH, NGL Holdings and the IEP Group, the “Initial Holders”) and AO Energy, Inc., a Massachusetts corporation, E. Osterman, Inc., a Massachusetts corporation, E. O
EIGHTH SUPPLEMENTAL INDENTURESupplemental Indenture • June 6th, 2022 • NGL Energy Partners LP • Natural gas transmission • New York
EIGHTH SUPPLEMENTAL INDENTURE, dated as of March 25, 2022 (this “Supplemental Indenture”), among NGL Energy Partners LP, a Delaware limited partnership (the “Company”), NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.,” and, together with the Company, the “Issuers”), each of the Persons listed on Exhibit A to this Supplemental Indenture (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), the other Guarantors (as defined in the Indenture referred to below), and U.S. Bank Trust Company, National Association, as successor trustee under the Indenture referred to below (the “Trustee”).
NGL ENERGY PARTNERS LP 9.625% Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units Representing Limited Partner Interests UNDERWRITING AGREEMENT Dated: March 26, 2019Underwriting Agreement • March 29th, 2019 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
NGL Energy Partners LP, a Delaware limited partnership (the “Partnership”), confirms its agreement with RBC Capital Markets, LLC (“RBC”), Morgan Stanley & Co. LLC (“Morgan Stanley”), UBS Securities LLC (“UBS”) and each of the other Underwriters named in Schedule I hereto (collectively, the “Underwriters”) for which RBC, Morgan Stanley and UBS are acting as representatives (in such capacity, the “Representatives”), with respect to the issuance and sale by the Partnership of a total of 1,600,000 (the “Initial Units”) of its 9.625% Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Class C Preferred Units”) representing limited partner interests in the Partnership, and with respect to the grant by the Partnership to the Underwriters of the option described in Section 2(a) hereof to purchase all or any part of the 240,000 additional Class C Preferred Units. The Initial Units to be purchased by the Underwriters and all or any part of the 240,000 Class C Pre
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • June 1st, 2015 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of December 1, 2014 (this “Supplemental Indenture”), among NGL Energy Partners LP, a Delaware limited partnership (“NGL LP”), NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.,” and, together with NGL LP, the “Issuers”) and NGL Milan Investments, LLC, a Colorado limited liability company, and NGL Water Solutions Mid-Continent, LLC, a Colorado limited liability company, each a subsidiary of NGL LP (together, the “Guaranteeing Subsidiaries” and each, a “Guaranteeing Subsidiary”), the other Guarantors (as defined in the Indenture referred to herein), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
FOURTH SUPPLEMENTAL INDENTURESupplemental Indenture • June 1st, 2015 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of December 1, 2014 (this “Supplemental Indenture”), among NGL Energy Partners LP, a Delaware limited partnership (“NGL LP”), NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.,” and, together with NGL LP, the “Issuers”) and NGL Milan Investments, LLC, a Colorado limited liability company, and NGL Water Solutions Mid-Continent, LLC, a Colorado limited liability company, each a subsidiary of NGL LP (together, the “Guaranteeing Subsidiaries” and each, a “Guaranteeing Subsidiary”), the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
SEVENTH SUPPLEMENTAL INDENTURESupplemental Indenture • February 28th, 2019 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
SEVENTH SUPPLEMENTAL INDENTURE, dated as of October 18, 2016 (this “Supplemental Indenture”), among NGL Energy Partners LP, a Delaware limited partnership (“NGL LP”), NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.,” and, together with NGL LP, the “Issuers”), NGL Energy Equipment LLC, a Colorado limited liability company and a subsidiary of NGL LP (the “Guaranteeing Subsidiary”), the other Guarantors (as defined in the Indenture referred to below), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NGL ENERGY PARTNERS LPAgreement of Limited Partnership • June 28th, 2016 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NGL ENERGY PARTNERS LP (formerly known as Silverthorne Energy Partners LP) dated as of June 24, 2016 and effective as set forth in Section 16.8, is entered into by NGL Energy Holdings LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
AMENDMENT NO. 7 TO CREDIT AGREEMENTCredit Agreement • February 28th, 2019 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
AMENDMENT NO. 7 TO CREDIT AGREEMENT, dated as of February 6, 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, 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
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • August 10th, 2020 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
FIFTH SUPPLEMENTAL INDENTURE, dated as of June 30, 2020 (this “Supplemental Indenture”), among NGL Energy Partners LP, a Delaware limited partnership (the “Company”), NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.,” and, together with the Company, the “Issuers”), each of the Persons listed on Exhibit A to this Supplemental Indenture (each a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), the other Guarantors (as defined in the Indenture referred to below), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
CLASS D PREFERRED UNIT AND WARRANT PURCHASE AGREEMENT DATED SEPTEMBER 25, 2019 BY AND AMONG NGL ENERGY PARTNERS LP AND THE PURCHASERS NAMED ON SCHEDULE A HERETOClass D Preferred Unit and Warrant Purchase Agreement • September 30th, 2019 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
THIS SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NGL ENERGY PARTNERS LP (formerly known as Silverthorne Energy Partners LP) dated as of [________] [__], 2019, is entered into by NGL Energy Holdings LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 16th, 2023 • NGL Energy Partners LP • Natural gas transmission • New York
CREDIT AGREEMENT, dated as of February 4, 2021 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time after the date hereof, this “Agreement”), among NGL ENERGY OPERATING LLC, a Delaware limited liability company (the “Company”), NGL ENERGY PARTNERS LP, a Delaware limited partnership (the “Parent”), the several Lenders from time to time parties hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as Collateral Agent (as defined below).
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • February 28th, 2019 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
FIFTH SUPPLEMENTAL INDENTURE, dated as of October 18, 2016 (this “Supplemental Indenture”), among NGL Energy Partners LP, a Delaware limited partnership (“NGL LP”), NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.,” and, together with NGL LP, the “Issuers”), NGL Energy Equipment LLC, a Colorado limited liability company and a subsidiary of NGL LP (the “Guaranteeing Subsidiary”), the other Guarantors (as defined in the Indenture referred to below), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
CONTRIBUTION AGREEMENT DATED AS OF AUGUST 31, 2011 BY AND AMONG SEMSTREAM, L.P. NGL ENERGY PARTNERS LP, NGL ENERGY HOLDINGS, LLC, AND NGL SUPPLY TERMINAL COMPANY, LLCContribution Agreement • November 4th, 2011 • NGL Energy Partners LP • Retail-miscellaneous retail • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) dated as of August 31, 2011 (the “Execution Date”), is entered into by and among SemStream, L.P., a Delaware limited partnership (“SemStream,” and together with the Limited Partner (as defined below), the “SEM Group Entities”), NGL Supply Terminal Company LLC, a Delaware limited liability company (“NGL Subsidiary”), NGL Energy Partners LP, a Delaware limited partnership (“NGL”), and NGL Energy Holdings LLC, a Delaware limited liability company (“Holdings,” and together with NGL Subsidiary and NGL, the “NGL Group Entities”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • February 28th, 2019 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of January 25, 2019 (this “Supplemental Indenture”), among NGL Energy Partners LP, a Delaware limited partnership (“NGL LP”), NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.,” and, together with NGL LP, the “Issuers”), NGL South Ranch, Inc., a New Mexico corporation and Subsidiary of NGL LP (“South Ranch”). NGL Water Solutions - Orla SWD, LLC, a Delaware limited liability company and a Subsidiary of NGL LP (“Orla SWD” and, together with South Ranch ,the “Guaranteeing Subsidiaries”, and in such capacity, each a “Guaranteeing Subsidiary”), the other Guarantors (as defined in the Indenture referred to below), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • February 28th, 2019 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of July 18, 2018 (this “Supplemental Indenture”), among NGL Energy Partners LP, a Delaware limited partnership (“NGL LP”), NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.,” and, together with NGL LP, the “Issuers”), NGL Water Pipelines, LLC, a Texas limited liability company and a subsidiary of NGL LP (the “Guaranteeing Subsidiary”), the other Guarantors (as defined in the Indenture referred to below), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
FOURTH SUPPLEMENTAL INDENTURESupplemental Indenture • February 6th, 2020 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations)
FOURTH SUPPLEMENTAL INDENTURE, dated as of December 27, 2019 (this “Supplemental Indenture”), among NGL Energy Partners LP, a Delaware limited partnership (the “Company”), NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.,” and, together with the Company, the “Issuers”), each of the Persons listed on Exhibit A to this Supplemental Indenture (each a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), the other Guarantors (as defined in the Indenture referred to below), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • February 28th, 2019 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of February 21, 2017 (this “Supplemental Indenture”), among NGL Energy Partners LP, a Delaware limited partnership (“NGL LP”), NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.,” and, together with NGL LP, the “Issuers”), Choya Operating, LLC, a Texas limited liability company and a subsidiary of NGL LP, OPR, LLC, a Delaware limited liability company and a subsidiary of NGL LP and NGL Crude Canada ULC, an Alberta unlimited liability corporation and subsidiary of NGL LP (together, the “Guaranteeing Subsidiaries” and each, a “Guaranteeing Subsidiary”), the other Guarantors (as defined in the Indenture referred to herein), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
