NGL ENERGY PARTNERS LP 3,500,000 Common Units Representing Limited Partner Interests FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • May 9th, 2011 • NGL Energy Partners LP • Retail-miscellaneous retail • New York
Wells Fargo Securities, LLC RBC Capital Markets, LLC As Representatives of the several Underwriters c/o Wells Fargo Securities, LLC 375 Park Avenue New York, New York 10152
FORM OF AGREEMENT RELATING TO REDEMPTION OF COMMON UNITS IN CONNECTION WITH THE UNDERWRITERS’ OPTION TO PURCHASE ADDITIONAL COMMON UNITS WITH RESPECT TO THE INITIAL PUBLIC OFFERING OF NGL ENERGY PARTNERS LPRedemption Agreement • May 9th, 2011 • NGL Energy Partners LP • Retail-miscellaneous retail • Delaware
This Agreement dated effective as of May 9, 2011 (this “Agreement”) is by and among NGL Energy Partners LP (the “Partnership”), NGL Energy Holdings LLC, the general partner of the Partnership (the “General Partner”), and each of Atkinson Investors, LLC, Infrastructure Capital Management, LLC, Hicks Oils & Hicksgas, Incorporated, Krim2010, LLC, NGL Holdings, Inc., Stanley A. Bugh, David R. Eastin, Robert R. Foster, Craig S. Jones, Mark McGinty, Brian K. Pauling, Stanley D. Perry, Daniel Post, Sharra Straight and Stephen D. Tuttle, each of whom are limited partners of the Partnership (collectively, the “Limited Partners” and together with the General Partner, the “Partners”). Capitalized terms which are used herein but which are not defined shall have the meaning given to them in the partnership agreement of the Partnership.
