AMENDMENT TO CLASS A CONVERTIBLE PREFERRED UNIT AND WARRANT PURCHASE AGREEMENT

Exhibit 10.1

Execution Version

AMENDMENT TO
CLASS A CONVERTIBLE PREFERRED UNIT AND WARRANT
PURCHASE AGREEMENT

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.”

RECITALS

WHEREAS, the Partnership and the Purchasers are party to that certain Class A Convertible Preferred Unit and Warrant Purchase Agreement dated as of April 21, 2016 (the “Agreement”);

WHEREAS, pursuant to that certain Option Agreement (the “Option Agreement”), dated as of June 22, 2016, by and among the Partnership and the Purchasers, the Partnership granted to the Purchasers the option to purchase (the “Option”) at the Second Closing an additional 3,323,695 Class A Convertible Preferred Units and an additional 729,186 Warrant Exercise Units;

WHEREAS, on June 22, 2016, the Purchasers exercised the Option in full;

WHEREAS, pursuant to that certain Assignment Agreement (the “Assignment Agreement”), dated as of the date hereof, by and among the Purchasers and Assignee, the Purchasers assigned their rights and obligations under the Agreement to acquire 8,309,237 Class A Convertible Preferred Units and 1,822,963 Warrant Exercise Units at the Second Closing to Assignee, and Assignee became party to and bound by the provisions of the Agreement; and

WHEREAS, the Parties desire to amend the Schedules to the Agreement as provided in this Amendment to reflect the transactions contemplated by the Agreement, the Option Agreement and the Assignment Agreement.

AGREEMENTS

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, each of the Parties hereby agrees as follows:

1. Definitions.  Terms used in this Amendment that are defined in the Agreement shall, when used herein, have the meanings ascribed to them in the Agreement unless otherwise defined in this Amendment.

2. Amendment to Agreement.

a. The table set forth on Schedule A to the Agreement shall be deleted and replaced in its entirety with the following:

Purchaser		Class A Convertible Preferred Units		Warrant Exercise Units		Purchase Price
Highstar NGL Prism/IV-A Interco LLC		4,901,760		1,075,397		$	58,991,700.00
Highstar NGL Main Interco LLC		3,407,477		747,566		$	41,008,300.00

b. The table set forth on Schedule B to the Agreement shall be deleted and replaced in its entirety with the following:

Purchaser		Class A Convertible Preferred Units		Warrant Exercise Units		Purchase Price
Highstar NGL Prism/IV-A Interco LLC		1,960,704		430,159		$	23,596,680.00
Highstar NGL Main Interco LLC		1,362,991		299,027		$	16,403,320.00
NGL CIV A, LLC		8,309,237		1,822,963		$	100,000,000.00

3.             Cancellation of Outstanding Warrants.  The Parties agree that the Warrants bearing warrant certificate numbers 001 and 002 that were executed and delivered by the Partnership to the applicable Purchaser on the Initial Closing Date (such Warrants, the “Outstanding Warrants”) shall, effective as of the Second Closing Date, be deemed to have been surrendered to the Partnership for cancellation and cancelled by the Partnership, such that the Outstanding Warrants shall, effective as of the Second Closing Date, terminate and be of no further force and effect. In consideration for each Purchaser’s surrender and cancellation of its Outstanding Warrant, at the Second Closing, the Partnership shall issue to each Purchaser a new Warrant exercisable for the number of Warrant Exercise Units set forth across from such Purchaser’s name on Schedule A to the Agreement, as amended by this Amendment.  The cancellation of the Outstanding Warrants and the issuance of the new Warrants shall be reflected in the Partnership’s books for the registration of the Warrants and any transfers thereof kept and maintained at the Partnership’s principal executive offices.

4.             Miscellaneous.  This Amendment shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns.  Except as specifically provided

in this Amendment, the Agreement shall remain in full force and effect pursuant to the terms and conditions thereof. The Parties hereby ratify and confirm the Agreement as hereby amended.

(Signature pages follow)

IN WITNESS WHEREOF, the Parties have each caused this Amendment to be duly executed as of the date first set forth above.

	SELLER:
	NGL ENERGY PARTNERS LP
	By: NGL Energy Holdings LLC,
	its general partner
	By:	/s/ H. Xxxxxxx Xxxxxxxx
	Name:	H. Xxxxxxx Xxxxxxxx
	Title:	Chief Executive Officer
	PURCHASERS:
	HIGHSTAR NGL PRISM/IV-A INTERCO LLC
	By: Highstar Capital XX XX, L.P.,
	its managing member
	By: Highstar Capital XX XX, LLC,
	its general partner
	By:	/s/ Xxxxxxxxxxx Xxxxx
	Name:	Xxxxxxxxxxx Xxxxx
	Title:	Authorized Signatory
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Authorized Signatory

Amendment to Class A Convertible Preferred Unit and Warrant Purchase Agreement

	HIGHSTAR NGL MAIN INTERCO LLC
	By: Highstar Capital XX XX, L.P.,
	its manager
	By: Highstar Capital XX XX, LLC,
	its general partner
	By:	/s/ Xxxxxxxxxxx Xxxxx
	Name:	Xxxxxxxxxxx Xxxxx
	Title:	Authorized Signatory
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Authorized Signatory
	ASSIGNEE:
	NGL CIV A, LLC
	By: Highstar Capital NGL Co-Invest Manager LLC,
	its managing member
	By: Highstar Capital XX XX, L.P.,
	its managing member
	By: Highstar Capital XX XX, LLC,
	its general partner
	By:	/s/ Xxxxxxxxxxx Xxxxx
	Name:	Xxxxxxxxxxx Xxxxx
	Title:	Authorized Signatory
	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Authorized Signatory

Amendment to Class A Convertible Preferred Unit and Warrant Purchase Agreement