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 3,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • May 17th, 2011 • NGL Energy Partners LP • Retail-miscellaneous retail • New York
Wells Fargo Securities, LLC RBC Capital Markets, LLC As Representatives of the several Underwriters c/o Wells Fargo Securities, LLC 375 Park Avenue New York, New York 10152
