NGL ENERGY PARTNERS LP, NGL ENERGY FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 6.125% SENIOR NOTES DUE 2025Supplemental Indenture • February 22nd, 2017 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
INDENTURE dated as of February 22, 2017 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”).
REGISTRATION RIGHTS AGREEMENT by and among NGL Energy Partners LP, NGL Energy Finance Corp., the Guarantors listed on Schedule A hereto, RBC Capital Markets, LLC and Deutsche Bank Securities Inc. Dated as of February 22, 2017Registration Rights Agreement • February 22nd, 2017 • 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 February 16, 2017 (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.
500,000,000 6.125% Senior Notes due 2025 PURCHASE AGREEMENT Dated: February 16, 2017Purchase Agreement • February 22nd, 2017 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
NGL Energy Partners LP, a Delaware limited partnership (the “Partnership”), and NGL Energy Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), propose to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $500,000,000 aggregate principal amount of its 6.125% Senior Notes due 2025 (the “Notes”). The Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, pursuant to guarantees (the “Guarantees”) by (i) the subsidiaries of the Partnership named in Schedule 2 hereto (collectively, the “Guarantors”) and (ii) any subsidiary of the Partnership or the Guarantors formed or acquired after the Closing Date (as defined below) that guarantees the Notes in accordance with the terms of the Indenture (as defined below), and their respective successors and assigns, pursuant to thei
