First Amendment to Waiver, Consent, Redemption and Amendment Agreement

Exhibit 10.2

Execution Version

First Amendment to Waiver, Consent, Redemption and Amendment Agreement

THIS FIRST AMENDMENT TO THE WAIVER, CONSENT, REDEMPTION AND AMENDMENT AGREEMENT (this “Amendment”), effective as of March 26, 2019 (the “Amendment Date”), is by and among NGL Energy Partners LP, NGL Energy Holdings LLC, Highstar NGL Prism/IV-A Interco LLC, Highstar NGL Main Interco LLC, NGL CIV A, LLC and NGL Prism/IV-A Blocker LLC and Highstar Capital IV, L.P. (the “Parties”), and amends the Waiver, Consent, Redemption and Amendment Agreement, dated March 26, 2019 (the “Agreement”), by and among the Parties. Unless otherwise defined in this Amendment, capitalized terms used in this Amendment have the same meanings as in the Agreement.

Recitals:

WHEREAS, the Parties desire to amend the Agreement, effective as of the Amendment Date, on the terms and conditions more fully set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants herein expressed, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.             Amendment to Section 1.01. Effective as of the Amendment Date, the definition of the term “Available Redemption Funds” appearing in Section 1.01 of the Agreement is hereby amended by adding the following proviso immediately before the period at the end of such definition:

“; provided, however, that in no event shall “Available Redemption Funds” exceed $100,000,000”

2.             Ratification.  Except as expressly amended, modified and supplemented hereby, the provisions of the Agreement are hereby ratified and confirmed in all respects and shall remain in full force and effect.  The execution, delivery, and effectiveness of this Amendment shall not operate as a waiver of any right, power, or remedy of any Party under the Agreement, nor constitute a waiver of any provision of the Agreement.

(Signature Page Follows)

IN WITNESS WHEREOF, each of the undersigned have executed this Amendment, effective as of the Amendment Date.

	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/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Authorized Signatory
	By	/s/ Xxxxxx XxXxxx
		Name:	Xxxxxx XxXxxx
		Title:	Authorized Signatory

Signature Page to First Amendment to Waiver, Consent, Redemption and Amendment 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/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Authorized Signatory
	By	/s/ Xxxxxx XxXxxx
		Name:	Xxxxxx XxXxxx
		Title:	Authorized Signatory
	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/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Authorized Signatory
	By	/s/ Xxxxxx XxXxxx
		Name:	Xxxxxx XxXxxx
		Title:	Authorized Signatory

Signature Page to First Amendment to Waiver, Consent, Redemption and Amendment Agreement

	NGL PRISM/IV-A BLOCKER, LLC
	By:	Highstar Capital XX XX, L.P.,
		its managing member
	By:	Highstar Capital XX XX, LLC,
		its general partner
	By	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Authorized Signatory
	By	/s/ Xxxxxx XxXxxx
		Name:	Xxxxxx XxXxxx
		Title:	Authorized Signatory
	HIGHSTAR CAPITAL IV, L.P.
	By:	Highstar Capital XX XX, L.P.,
		its general partner
	By:	Highstar Capital XX XX, LLC,
		its general partner
	By	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Authorized Signatory
	By	/s/ Xxxxxx XxXxxx
		Name:	Xxxxxx XxXxxx
		Title:	Authorized Signatory

Signature Page to First Amendment to Waiver, Consent, Redemption and Amendment Agreement

	NGL ENERGY PARTNERS LP
	By:	NGL Energy Holdings LLC,
		its general partner
	By	/s/ Xxxxxx X. Xxxxxxxxx III
		Name:	Xxxxxx X. Xxxxxxxxx III
		Title:	Executive Vice President and Chief Financial Officer
	NGL ENERGY HOLDINGS LLC
	By	s/ Xxxxxx X. Xxxxxxxxx III
		Name:	Xxxxxx X. Xxxxxxxxx III
		Title:	Executive Vice President and Chief Financial Officer

Signature Page to First Amendment to Waiver, Consent, Redemption and Amendment Agreement