0001104659-14-050798 Sample Contracts

NGL ENERGY PARTNERS LP, NGL ENERGY FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 5.125% SENIOR NOTES DUE 2019
Indenture • July 9th, 2014 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York

INDENTURE dated as of July 9, 2014 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”).

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REGISTRATION RIGHTS AGREEMENT by and among NGL Energy Partners LP, NGL Energy Finance Corp., The Guarantors listed on Schedule A hereto, and RBS Securities Inc. Dated as of July 9, 2014
Registration Rights Agreement • July 9th, 2014 • 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 June 24, 2014 (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(m) of the Purchase Agreement.

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