0001047469-11-002489 Sample Contracts

WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT AND PLEDGE AND SECURITY AGREEMENT
Credit Agreement and Pledge and Security Agreement • March 22nd, 2011 • NGL Energy Partners LP • Retail-miscellaneous retail

This Waiver and First Amendment to Credit Agreement and Pledge and Security Agreement (this “Amendment”) is entered into as of the 27th day of January, 2011 (the “Amendment Effective Date”), by and among SILVERTHORNE ENERGY PARTNERS LP, a Delaware limited partnership (“Parent”), SILVERTHORNE OPERATING LLC, a Delaware limited liability company (“Silverthorne”), each subsidiary of Silverthorne listed as a “Borrower” on the signature pages hereto (together with Silverthorne, each a “Borrower”, and collectively, the “Borrowers”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as agent for the Lenders (defined below), and the Lenders party hereto.

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JOINDER AND THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 22nd, 2011 • NGL Energy Partners LP • Retail-miscellaneous retail

This Joinder and Third Amendment to Credit Agreement (this “Amendment”) is entered into as of the 11th day of February, 2011 (the “Amendment Effective Date”), by and among NGL ENERGY PARTNERS LP, a Delaware limited partnership (“Parent”), SILVERTHORNE OPERATING LLC, a Delaware limited liability company (“Silverthorne”), each subsidiary of Silverthorne listed as a “Borrower” on the signature pages hereto (together with Silverthorne, each a “Borrower”, and collectively, the “Borrowers”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as agent (the “Agent”) for the Lenders (defined below), and the Additional Revolving Lenders (defined below).

WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 22nd, 2011 • NGL Energy Partners LP • Retail-miscellaneous retail

This Waiver and Second Amendment to Credit Agreement (this “Amendment”) is entered into as of the 10th day of February, 2011 (the “Amendment Effective Date”), by and among NGL ENERGY PARTNERS LP (formerly known as Silverthorne Energy Partners LP), a Delaware limited partnership (“Parent”), SILVERTHORNE OPERATING LLC, a Delaware limited liability company (“Silverthorne”), each subsidiary of Silverthorne listed as a “Borrower” on the signature pages hereto (together with Silverthorne, each a “Borrower”, and collectively, the “Borrowers”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as agent for the Lenders (defined below) (the “Agent”), and the Lenders party hereto.

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