THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NGL ENERGY PARTNERS LPPartnership Agreement • 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:
REGISTRATION RIGHTS AGREEMENT BY AND AMONG NGL ENERGY PARTNERS LP AND THE PURCHASERS NAMED ON SCHEDULE A HERETORegistration Rights Agreement • June 28th, 2016 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 11, 2016, by and among NGL Energy Partners LP, a Delaware limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).
AMENDMENT TO CLASS A CONVERTIBLE PREFERRED UNIT AND WARRANT PURCHASE AGREEMENTConvertible Preferred Unit and Warrant Purchase Agreement • June 28th, 2016 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations)
This AMENDMENT TO CLASS A CONVERTIBLE PREFERRED UNIT AND WARRANT PURCHASE AGREEMENT (this “Amendment”), dated as of June 23, 2016, is entered into by and among (i) NGL Energy Partners LP, a Delaware limited partnership (the “Partnership” or “Seller”), (ii) Highstar NGL Prism/IV-A Interco LLC, a Delaware limited liability company, and Highstar NGL Main Interco LLC, a Delaware limited liability company (together, the “Purchasers” and each, a “Purchaser”) and (iii) NGL CIV A, LLC, a Delaware limited liability company (“Assignee”). The Partnership, the Purchasers and the Assignee are hereinafter referred to collectively as the “Parties” and each, individually, as a “Party.”
AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NGL ENERGY HOLDINGS LLCLimited Liability Company Agreement • June 28th, 2016 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Amendment No. 3 (the “Amendment”), dated as of June 24, 2016, to the Third Amended and Restated Limited Liability Company Agreement (the “Agreement”) of NGL Energy Holdings LLC (the “Company”), as amended, dated as of February 25, 2013, is entered into by the Members of the Company pursuant to Section 16.02(a) 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.
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2016 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of June 24, 2016, is entered into by and among NGL Energy Partners LP (the “Partnership”) and Highstar NGL Prism/IV-A Interco LLC and Highstar NGL Main Interco LLC (together, the “Original Purchasers”), and NGL CIV A, LLC (the “New Purchaser” and, together with the Original Purchasers, the “Purchasers”). The Partnership and the Purchasers are hereinafter referred to collectively as the “Parties” and each, individually, as a “Party.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Agreement (as defined below).
