FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GRAND MESA PIPELINE, LLC a Delaware Limited Liability CompanyLimited Liability Company Agreement • June 29th, 2017 • NGL Crude Terminals, LLC • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Grand Mesa Pipeline, LLC (the “Company”), dated as of the 2nd day of December, 2014, is adopted, executed and agreed to by the sole Member (as defined below).
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HIGH SIERRA ENERGY, LPAgreement of Limited Partnership • June 29th, 2017 • NGL Crude Terminals, LLC • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HIGH SIERRA ENERGY, LP dated effective as of April 9, 2007, (“Effective Date”) is executed and entered into by High Sierra Energy GP, LLC, a Colorado limited liability company, on behalf of itself as the General Partner and each of the Limited Partners of the Company as of the Effective Date pursuant to the powers of attorney previously granted to the General Partner by the Limited Partners and in conformity with the other rights and powers conferred upon the General Partner under the Company’s Second Amended and Restated Agreement of Limited Partnership, and 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 AMENDED AND RESTATED OPERATING AGREEMENT OF NGL CRUDE LOGISTICS, LLC A Delaware Limited Liability CompanyOperating Agreement • December 24th, 2014 • NGL Crude Terminals, LLC • Pipe lines (no natural gas) • Delaware
This THIRD AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of NGL CRUDE LOGISTICS, LLC (the “Company”), dated as of the 1st day of April, 2014, is adopted, executed and agreed to by the sole Member (as defined below).
LIMITED LIABILITY COMPANY AGREEMENT OF TRANSMONTAIGNE PRODUCT SERVICES LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • June 29th, 2017 • NGL Crude Terminals, LLC • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of TransMontaigne Product Services LLC (the “Company”), dated as of the 30th day of December, 2014, is adopted, executed and agreed to by the sole Member (as defined below).
LIMITED LIABILITY COMPANY AGREEMENT OF NGL SUPPLY WHOLESALE, LLC a Delaware Limited Liability CompanyLimited Liability Company Agreement • December 24th, 2014 • NGL Crude Terminals, LLC • Pipe lines (no natural gas) • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of NGL Supply Wholesale, LLC (this “Agreement”), dated as of the 14th day of October, 2010, is adopted, executed and agreed to by the sole Member (as defined below).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • December 24th, 2014 • NGL Crude Terminals, LLC • Pipe lines (no natural gas) • 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 • December 24th, 2014 • NGL Crude Terminals, LLC • Pipe lines (no natural gas) • 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”).
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HIGH SIERRA ENERGY, LPThird Amended and Restated Agreement of Limited Partnership • June 29th, 2017 • NGL Crude Terminals, LLC • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Amendment No. 1 (this “Amendment”) to the Third Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) of High Sierra Energy, LP (the “Partnership”) is entered into effective as of May 11, 2011 by High Sierra Energy GP, LLC, a Colorado limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement (as defined below).
AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF TRANSMONTAIGNE PRODUCT SERVICES LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • June 29th, 2017 • NGL Crude Terminals, LLC • Wholesale-petroleum & petroleum products (no bulk stations)
This Amendment No. 1 (“Amendment”) dated February 1, 2016, to Limited Liability Company Agreement (“Agreement”) of TransMontaigne Product Services LLC (“Company”) dated as of December 30, 2014, is entered into by the sole Member of the Company pursuant to Section 14 of the Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement. Unless otherwise indicated, all section references in this Amendment refer to sections of the Agreement.
LIMITED LIABILITY COMPANY AGREEMENT OF SILVERTHORNE OPERATING LLC (A Delaware Limited Liability Company)Limited Liability Company Agreement • December 24th, 2014 • NGL Crude Terminals, LLC • Pipe lines (no natural gas) • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of Silverthorne Operating LLC (the “Company”), dated as of September 24, 2010 (this “Agreement”), is adopted, executed and agreed to by Silverthorne Energy Partners LP, a Delaware limited partnership, in its capacity as sole member of the Company (the “Sole Member”).
Limited Liability Company Operating Agreement of High Sierra Compression, LLCLimited Liability Company Operating Agreement • December 24th, 2014 • NGL Crude Terminals, LLC • Pipe lines (no natural gas) • Colorado
This Operating Agreement (this “Agreement”) is entered into effective as of the 19th day of September, 2005, by and among High Sierra Energy Operating, LLC, a Colorado limited liability company, together with any other Persons who hereafter become Members in the Company or parties hereto as provided herein.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TRANSMONTAIGNE GP L.L.C. A Delaware Limited Liability CompanyLimited Liability Company Agreement • December 24th, 2014 • NGL Crude Terminals, LLC • Pipe lines (no natural gas) • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TRANSMONTAIGNE GP L.L.C. (this “Agreement”), dated as of December 20, 2007, and effective as of December 30, 2007, is adopted, executed and agreed to by the sole Member (as defined below).
LIMITED PARTNERSHIP AGREEMENT OF HIGH SIERRA ENERGY, LPLimited Partnership Agreement • December 24th, 2014 • NGL Crude Terminals, LLC • Pipe lines (no natural gas) • Delaware
THIS LIMITED PARTNERSHIP AGREEMENT OF HIGH SIERRA ENERGY, LP (the “Partnership”), dated as of June 19, 2012 (this “Agreement”), is entered into by and among High Sierra Energy GP, LLC, a Colorado limited liability company, as general partner (“General Partner”), and NGL Energy Partners LP, as limited partner (the “Limited Partner”).
Limited Liability Company Operating Agreement of High Sierra Energy Operating, LLCLimited Liability Company Operating Agreement • December 24th, 2014 • NGL Crude Terminals, LLC • Pipe lines (no natural gas) • Colorado
This Operating Agreement (this “Agreement”) is entered into effective as of the 17th day of November, 2004 by and among High Sierra Energy, LP, a Delaware limited partnership (the “MLP”), together with any other Persons who hereafter become Members in the Company or parties hereto as provided herein.
FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF SILVERTHORNE OPERATING LLCLimited Liability Company Agreement • December 24th, 2014 • NGL Crude Terminals, LLC • Pipe lines (no natural gas)
THIS FIRST AMENDMENT to the Limited Liability Company Agreement (the “Agreement”) of Silverthorne Operating LLC, a Delaware limited liability company (the “Company”), is adopted, executed and agreed to by NGL Energy Partners LP, a Delaware limited partnership, in its capacity as sole member of the Company (the “Sole Member”) and is effective as of 24th day of January, 2012.
OPERATING AND MANAGEMENT AGREEMENTOperating and Management Agreement • December 24th, 2014 • NGL Crude Terminals, LLC • Pipe lines (no natural gas) • Colorado
THIS OPERATING AND MANAGEMENT AGREEMENT (this “Agreement”), is executed on this 31st day of March, 2005, effective as of the “Effective Date”, by and between by and between Cowhouse Partners, LLC, a Texas limited liability company, (“Operator”), and High Sierra Energy, LP, a Delaware limited partnership (“Owner”). Owner and Operators are, from time to time, referred to collectively as “Parties”, and individually as a “Party”.
