REGISTRATION RIGHTS AGREEMENT BY AND AMONG NGL ENERGY PARTNERS LP AND THE PURCHASERS NAMED ON SCHEDULE A HERETORegistration Rights Agreement • July 8th, 2019 • 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 July 2, 2019, 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”).
CLASS D PREFERRED UNIT AND WARRANT PURCHASE AGREEMENT DATED JULY 2, 2019 BY AND AMONG NGL ENERGY PARTNERS LP AND THE PURCHASERS NAMED ON SCHEDULE A HERETOPurchase Agreement • July 8th, 2019 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
THIS SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NGL ENERGY PARTNERS LP (formerly known as Silverthorne Energy Partners LP) dated as of July 2, 2019, 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:
BOARD REPRESENTATION RIGHTS AGREEMENTBoard Representation Rights Agreement • July 8th, 2019 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
THIS BOARD REPRESENTATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 2, 2019 (the “Effective Date”), is entered into by and among NGL Energy Holdings LLC, a Delaware limited liability company (the “General Partner”), NGL Energy Partners LP, a Delaware limited partnership (the “Partnership” and, together with the General Partner, the “NGL Entities”), EIG Management Company, LLC, a Delaware limited liability company (“EIG Management”), and FS/EIG Advisor, LLC, a Delaware limited liability company (“FS” which, together with EIG Management are referred to herein, collectively, as “EIG”), on its own behalf and on behalf of the Purchasers (as defined below). Each of the NGL Entities and EIG are herein referred to individually as a “Party” and collectively as the “Parties.” Except as otherwise provided herein, capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Class D Preferred Unit Purchase Agreement, dated as of July 2, 2019, by and
July 2, 2019Purchase Agreement • July 8th, 2019 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
Reference is hereby made to that certain Asset Purchase and Sale Agreement dated May 13, 2019 (the “Purchase Agreement”) by and among Mesquite SWD, Inc., a New Mexico corporation (“Mesquite”), Mesquite Disposals Unlimited, LLC a New Mexico limited liability company (“Disposals Unlimited” and, together with Mesquite, the “Seller”), and NGL Water Solutions, LLC, a Colorado limited liability company (“NGL”). Capitalized terms used but not otherwise defined herein have the respective meanings given to such terms in the Purchase Agreement.
VOTING AGREEMENTVoting Agreement • July 8th, 2019 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Voting Agreement (this “Agreement”) is entered into as of July 2, 2019 by and among EIG Management Company, LLC, a Delaware limited partnership, and FS/EIG Advisor, LLC, a Delaware limited liability company (together with EIG Management Company, LLC, “EIG”), the purchasers listed on Schedule 1 hereto (collectively, the “Purchasers”) and the Members (as defined in the LLC Agreement (as defined below)) of NGL Energy Holdings LLC, a Delaware limited liability company (the “General Partner”), listed on Schedule 2 hereto (the “Voting Members”). EIG, the Purchasers and the Voting Members are herein referred to as the “Parties.” Capitalized terms used but not defined herein shall have the meaning assigned to such terms in that certain Class D Preferred Unit and Warrant Purchase Agreement, dated as the date hereof (the “Purchase Agreement”), by and among NGL Energy Partners LP, a Delaware limited partnership (the “Partnership”), and the Purchasers.
SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NGL ENERGY PARTNERS LPNGL Energy Partners LP • July 8th, 2019 • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
THIS SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NGL ENERGY PARTNERS LP (formerly known as Silverthorne Energy Partners LP) dated as of July 2, 2019, 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:
