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”);
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NGL ENERGY PARTNERS LPSecond Amended and Restated Agreement of Limited Partnership • January 9th, 2012 • NGL Energy Partners LP • Retail-miscellaneous retail • Delaware
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NGL ENERGY PARTNERS LP (this “Amendment”), dated as of January 6, 2012, is entered into by NGL Energy Holdings LLC, a Delaware limited liability company, as the General Partner, pursuant to authority granted to the General Partner in Section 13.1 of the Second Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP, dated as of May 10, 2011, as amended by the First Amendment, dated as of October 20, 2011 (as amended, the “Partnership Agreement”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NGL ENERGY HOLDINGS LLCLimited Liability Company Agreement • January 9th, 2012 • NGL Energy Partners LP • Retail-miscellaneous retail • Delaware
This Amendment No. 1 (the “Amendment”) to Second Amended and Restated Limited Liability Company Agreement (the “Agreement”) of NGL Energy Holdings LLC (the “Company”), dated as of January 3, 2012, is by and among 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”) Coady Enterprises, LLC, an Illinois limited liability company (“Coady Enterprises”), Thorndike, LLC, an Illinois limited liability company (“Thorndike”), SemStream, L.P., a Delaware limited partnership (“SemStream”) and the other Members identified on the signature pages hereto.
AMENDMENT NO. 2 AND JOINDER TO FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 9th, 2012 • NGL Energy Partners LP • Retail-miscellaneous retail • Delaware
This Amendment No. 2 and Joinder to First Amended and Restated Registration Rights Agreement (this “Amendment”) is dated as of January 3, 2012 by and between NGL Energy Holdings LLC (the “General Partner”), a Delaware limited liability company and the general partner of NGL Energy Partners LP, a Delaware limited partnership (the “Partnership”), and Liberty Propane, L.L.C., an Illinois limited liability company, Pacer-Enviro Propane, L.L.C., a Washington limited liability company, Pacer-Pittman Propane, L.L.C., a Mississippi limited liability company, Pacer-Portland Propane, L.L.C., an Oregon limited liability company, Pacer Propane (Washington), L.L.C., a Washington limited liability company, Pacer-Salida Propane, L.L.C., a Colorado limited liability company, and Pacer-Utah Propane, L.L.C., a Utah limited liability company (collectively, the “Pacer Propane Group”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Registration Rights Agreement (as
