NGL ENERGY PARTNERS LP 9.625% Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units Representing Limited Partner Interests UNDERWRITING AGREEMENT Dated: March 26, 2019Underwriting Agreement • March 29th, 2019 • 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 RBC Capital Markets, LLC (“RBC”), Morgan Stanley & Co. LLC (“Morgan Stanley”), UBS Securities LLC (“UBS”) and each of the other Underwriters named in Schedule I hereto (collectively, the “Underwriters”) for which RBC, Morgan Stanley and UBS are acting as representatives (in such capacity, the “Representatives”), with respect to the issuance and sale by the Partnership of a total of 1,600,000 (the “Initial Units”) of its 9.625% Class C Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the “Class C 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 240,000 additional Class C Preferred Units. The Initial Units to be purchased by the Underwriters and all or any part of the 240,000 Class C Pre
Waiver, Consent, Redemption and Amendment Agreement March 26, 2019Waiver, Consent, Redemption and Amendment Agreement • March 29th, 2019 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations)
WHEREAS, Highstar NGL Prism/IV-A Interco LLC, Highstar NGL Main Interco LLC, NGL CIV A, LLC and NGL Prism/IV-A Blocker LLC (collectively, the “Class A Preferred Unitholders”) collectively hold 100% of the issued and outstanding 10.75% Class A Convertible Preferred Units (the “Class A Preferred Units”) issued by NGL Energy Partners LP, a Delaware limited partnership (the “Partnership”);
First Amendment to Waiver, Consent, Redemption and Amendment AgreementWaiver, Consent, Redemption and Amendment Agreement • March 29th, 2019 • NGL Energy Partners LP • Wholesale-petroleum & petroleum products (no bulk stations)
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.
