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 GP IV, L.P.,
    
	
 
    	
 
    	
its   managing member
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
Highstar   Capital GP IV, LLC,
    
	
 
    	
 
    	
its   general partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Jared Parker
    
	
 
    	
 
    	
Name:
    	
Jared   Parker
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Emmett McCann
    
	
 
    	
 
    	
Name:
    	
Emmett   McCann
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    


 

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

 











 

	
 
    	
HIGHSTAR   NGL MAIN INTERCO LLC
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
Highstar   Capital GP IV, L.P.,
    
	
 
    	
 
    	
its   manager
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
Highstar   Capital GP IV, LLC,
    
	
 
    	
 
    	
its   general partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Jared Parker
    
	
 
    	
 
    	
Name:
    	
Jared   Parker
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Emmett McCann
    
	
 
    	
 
    	
Name:
    	
Emmett   McCann
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
NGL   CIV A, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
Highstar   Capital NGL Co-Invest Manager LLC,
    
	
 
    	
 
    	
its   managing member
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
Highstar   Capital GP IV, L.P.,
    
	
 
    	
 
    	
its   managing member
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
Highstar   Capital GP IV, LLC,
    
	
 
    	
 
    	
its   general partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Jared Parker
    
	
 
    	
 
    	
Name:
    	
Jared   Parker
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Emmett McCann
    
	
 
    	
 
    	
Name:
    	
Emmett   McCann
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    


 

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

 











 

	
 
    	
NGL   PRISM/IV-A BLOCKER, LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
Highstar   Capital GP IV, L.P.,
    
	
 
    	
 
    	
its   managing member
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
Highstar   Capital GP IV, LLC,
    
	
 
    	
 
    	
its   general partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Jared Parker
    
	
 
    	
 
    	
Name:
    	
Jared   Parker
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Emmett McCann
    
	
 
    	
 
    	
Name:
    	
Emmett   McCann
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
HIGHSTAR   CAPITAL IV, L.P.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
Highstar   Capital GP IV, L.P.,
    
	
 
    	
 
    	
its   general partner
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
Highstar   Capital GP IV, LLC,
    
	
 
    	
 
    	
its   general partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Jared Parker
    
	
 
    	
 
    	
Name:
    	
Jared   Parker
    
	
 
    	
 
    	
Title:
    	
Authorized   Signatory
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/   Emmett McCann
    
	
 
    	
 
    	
Name:
    	
Emmett   McCann
    
	
 
    	
 
    	
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/   Robert W. Karlovich III
    
	
 
    	
 
    	
Name:
    	
Robert   W. Karlovich III
    
	
 
    	
 
    	
Title:
    	
Executive   Vice President and Chief Financial Officer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
NGL ENERGY HOLDINGS LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
s/   Robert W. Karlovich III
    
	
 
    	
 
    	
Name:
    	
Robert   W. Karlovich III
    
	
 
    	
 
    	
Title:
    	
Executive   Vice President and Chief Financial Officer
    


 

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