NGL ENERGY PARTNERS LP 9.00% Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units Representing Limited Partner Interests UNDERWRITING AGREEMENT Dated: June 6, 2017Underwriting Agreement • June 9th, 2017 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations) • New York
NGL Energy Partners LP, a Delaware limited partnership (the “Partnership”), confirms its agreement with UBS Securities LLC (“UBS”), Morgan Stanley & Co. LLC (“Morgan Stanley”), RBC Capital Markets, LLC (“RBC”) and each of the other Underwriters named in Schedule I hereto (collectively, the “Underwriters”) for which UBS, Morgan Stanley, and RBC are acting as representatives (in such capacity, the “Representatives”), with respect to the issuance and sale by the Partnership of a total of 7,400,000 (the “Initial Units”) of its 9.00% Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Class B Preferred Units”) representing limited partner interests in the Partnership, and with respect to the grant by the Partnership to the Underwriters of the option described in Section 2(a) hereof to purchase all or any part of the 1,110,000 additional Class B Preferred Units. The Initial Units to be purchased by the Underwriters and all or any part of the 1,110,000 Class B
Waiver of Class A Preemptive Rights Holders and Option to Purchase Class C Preferred Units June 6, 2017 WaiverWaiver of Class a Preemptive Rights Holders and Option to Purchase Class C Preferred Units • June 9th, 2017 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations)
Each of the undersigned, in its capacity as a Class A Preemptive Rights Holder (as such term is defined in the Third Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP (the “Partnership”), dated as of June 24, 2016 (the “Partnership Agreement”)), hereby waives any preemptive rights it may hold pursuant to Section 5.12(g) of the Partnership Agreement and Section 6 of the 2016 Warrants (as defined in the Partnership Agreement), in each case, with respect to, and consents to the amendment and restatement of the Partnership Agreement in connection with, the Partnership’s proposed registered public offering and sale (the “Class B Preferred Units Offering”) of an undetermined number of Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (“Class B Preferred Units”) representing limited partner interests of the Partnership (and any common units representing limited partner interests of the Partnership issuable upon conversion of any Class
