First Amendment to Waiver, Consent, Redemption and Amendment Agreement, dated March 26, 2019, by and among NGL Energy Partners LP, the Class A Preferred Unitholders and Highstar
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.
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| HIGHSTAR NGL PRISM/IV-A INTERCO LLC | ||
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| By: | Highstar Capital GP IV, L.P., | |
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| its managing member | |
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| By: | Highstar Capital GP IV, LLC, | |
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| its general partner | |
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| By | /s/ Jared Parker | |
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| Name: | Jared Parker |
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| Title: | Authorized Signatory |
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| By | /s/ Emmett McCann | |
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| Name: | Emmett McCann |
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| Title: | Authorized Signatory |
Signature Page to First Amendment to Waiver, Consent, Redemption and Amendment Agreement
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| HIGHSTAR NGL MAIN INTERCO LLC | ||
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| By: | Highstar Capital GP IV, L.P., | |
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| its manager | |
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| By: | Highstar Capital GP IV, LLC, | |
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| its general partner | |
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| By | /s/ Jared Parker | |
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| Name: | Jared Parker |
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| Title: | Authorized Signatory |
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| By | /s/ Emmett McCann | |
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| Name: | Emmett McCann |
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| Title: | Authorized Signatory |
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| NGL CIV A, LLC | ||
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| By: | Highstar Capital NGL Co-Invest Manager LLC, | |
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| its managing member | |
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| By: | Highstar Capital GP IV, L.P., | |
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| its managing member | |
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| By: | Highstar Capital GP IV, LLC, | |
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| its general partner | |
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| By | /s/ Jared Parker | |
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| Name: | Jared Parker |
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| Title: | Authorized Signatory |
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| By | /s/ Emmett McCann | |
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| Name: | Emmett McCann |
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| Title: | Authorized Signatory |
Signature Page to First Amendment to Waiver, Consent, Redemption and Amendment Agreement
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| NGL PRISM/IV-A BLOCKER, LLC | ||
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| By: | Highstar Capital GP IV, L.P., | |
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| its managing member | |
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| By: | Highstar Capital GP IV, LLC, | |
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| its general partner | |
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| By | /s/ Jared Parker | |
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| Name: | Jared Parker |
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| Title: | Authorized Signatory |
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| By | /s/ Emmett McCann | |
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| Name: | Emmett McCann |
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| Title: | Authorized Signatory |
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| HIGHSTAR CAPITAL IV, L.P. | ||
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| By: | Highstar Capital GP IV, L.P., | |
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| its general partner | |
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| By: | Highstar Capital GP IV, LLC, | |
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| its general partner | |
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| By | /s/ Jared Parker | |
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| Name: | Jared Parker |
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| Title: | Authorized Signatory |
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| By | /s/ Emmett McCann | |
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| Name: | Emmett McCann |
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| Title: | Authorized Signatory |
Signature Page to First Amendment to Waiver, Consent, Redemption and Amendment Agreement
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| NGL ENERGY PARTNERS LP | ||
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| By: | NGL Energy Holdings LLC, | |
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| its general partner | |
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| By | /s/ Robert W. Karlovich III | |
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| Name: | Robert W. Karlovich III |
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| Title: | Executive Vice President and Chief Financial Officer |
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| NGL ENERGY HOLDINGS LLC | ||
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| By | s/ Robert W. Karlovich III | |
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| Name: | Robert W. Karlovich III |
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| Title: | Executive Vice President and Chief Financial Officer |
Signature Page to First Amendment to Waiver, Consent, Redemption and Amendment Agreement
