EX-10.1





 Exhibit 10.1 

Execution Version 
 THIRD
AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT 
 THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”) is made as of March 25, 2021, by and among Crestwood Midstream Partners LP, a Delaware limited partnership (the “Borrower”), the guarantors party hereto (the “Guarantors”), the
financial institutions listed on the signature pages hereof and Wells Fargo Bank, National Association, as Administrative Agent, with respect to that certain Second Amended and Restated Credit Agreement, dated as of October 16, 2018, by and
among the Borrower, the lenders party thereto, the Administrative Agent and the other agents party thereto (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”; the
Existing Credit Agreement as modified by this Amendment, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement as modified by
this Amendment. 
 WHEREAS, Crestwood Equity Partners intends to consummate a transaction or series of transactions whereby Crestwood Equity
Partners and certain third-party investors will acquire, directly or indirectly, substantially all of the equity interests and/or assets of Crestwood Holdings LLC and certain of its Subsidiaries. Pursuant to such acquisition, (x) certain third
party investors will acquire a portion of the common and/or subordinated units of Crestwood Equity Partners owned by Crestwood Holdings LLC and/or certain of its Subsidiaries (the “CEQP Units”), (y) Crestwood Equity Partners will
acquire, directly or indirectly, the remaining portion of such CEQP Units (clauses (x) and (y), the “Unit Purchase”) and (z) Crestwood Equity Partners will acquire, directly or indirectly, 100% of the issued and
outstanding general partnership interests in Crestwood Equity Partners (the “GP Units”); 
 WHEREAS, in order to finance
Crestwood Equity Partners’ acquisition of its portion of the CEQP Units and 100% of the GP Units and to pay certain fees and expenses in connection therewith, the Borrower intends to (i) make a Revolving Facility Borrowing and
(ii) make distributions and/or dividends of the proceeds thereof, together with cash on hand, to its direct or indirect parent entities, including Crestwood Equity Partners (the “Dividend Transaction” and, together with the
transactions described in the immediately preceding paragraph, the “Third Amendment Transactions”); 
 WHEREAS, the
Borrower has requested that the Lenders agree to make certain amendments to the Existing Credit Agreement in order to permit the Third Amendment Transactions thereunder; and 

WHEREAS, the Lenders party hereto, which, for the avoidance of doubt, constitute the Required Lenders under the Existing Credit Agreement,
have agreed to such amendments on the terms and conditions set forth herein. 
 NOW, THEREFORE, in consideration of the premises set forth
above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to enter into this Amendment. 

1. Amendments to the Credit Agreement. Effective as of the Third Amendment Effective Date: 

(a) Section 1.01 of the Credit Agreement is hereby amended as follows: 

(i) by inserting the following defined terms in the appropriate alphabetical order: 












 “Third Amendment” shall mean the Third Amendment to this
Agreement, dated as of the Third Amendment Effective Date, by and among the Borrower, the Guarantors party thereto, the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent. 

“Third Amendment Effective Date” shall have the meaning assigned to such term in the Third Amendment. 

“Third Amendment Transactions” shall have the meaning assigned to such term in the Third Amendment.

 (ii) by amending and restating the following defined terms in their entirety as follows: 

“A “Change in Control” shall be deemed to occur upon the occurrence of any of the following:
(i) Crestwood Equity Partners ceases to own and control, directly or indirectly, 100% of the outstanding Equity Interests of the Borrower; (ii) any Person or group of Persons (within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934 as in effect on the Closing Date), other than any combination of Permitted Holders (or a single Permitted Holder), shall acquire, directly or indirectly, in the aggregate Equity Interests representing 35% or more of the
aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Crestwood Equity Partners; (iii) a “Change in Control” or similar event shall occur under the Existing Notes Indentures or any other
Permitted Junior Debt that is Material Indebtedness; (iv) Crestwood GP ceases to be the sole general partner of the Borrower, (v) Crestwood Equity GP ceases to be the sole general partner of Crestwood Equity Partners or (vi) any
combination of Permitted Holders (or a single Permitted Holder) or Crestwood Equity Partners ceases to directly or indirectly own and control 100% of the outstanding Equity Interests of Crestwood Equity GP.” 

““Permitted Holder” shall mean each of the Sponsors and the Sponsor Affiliates prior to the consummation
of the entirety of the Third Amendment Transactions.” 
 (b) Clause (b)(i) of Section 3.09 of the Credit Agreement is hereby
amended by inserting the following proviso at the end thereof as follows: 
 “provided that, for the avoidance of doubt, this
Section 3.09(b)(i) shall not restrict the Third Amendment Transactions.” 
 (c) Section 6.06 of the Credit
Agreement is hereby amended by deleting the “and” at the end of clause (h) thereof, replacing the “.” at the end of clause (i) thereof with “; and” and inserting a new clause (j) at the end thereof as
follows: 
 “(j) the Borrower may make dividends or other distributions in respect of its Equity Interests for the
purpose of consummating the Third Amendment Transactions in an aggregate amount up to $275.0 million (which amount may include proceeds of a Revolving Facility Borrowing).” 

(d) Clause (b)(ii) of Section 6.09 of the Credit Agreement is hereby amended by inserting the following proviso at the end thereof as
follows: 

  
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 “provided that, for the avoidance of doubt, this
Section 6.09(b)(ii) shall not restrict any Third Amendment Transaction effected pursuant to Section 6.06(j).” 

2. Condition to Effectiveness. This Amendment shall become effective on the date (the “Third Amendment Effective Date”)
on or before April 9, 2021, that: 
 (a) the Administrative Agent shall have received counterparts of this Amendment executed by the
Borrower, the Guarantors, the Administrative Agent and the Required Lenders; 
 (b) the Borrower shall have paid to the Administrative Agent,
for the account of each of the Lenders that consents to this Amendment by executing and delivering a counterpart signature page to this Amendment on or before 5:00 p.m. (New York City time) on March 25, 2021, a fee in an amount equal to 0.05%
of each such approving Lender’s Revolving Facility Commitment on and as of the Third Amendment Effective Date; and 
 (c) substantially
contemporaneously with the effectiveness hereof, the Unit Purchase shall have been consummated and the Borrower shall have delivered a certificate to the Administrative Agent so confirming, such certificate to be definitive and binding evidence
thereof. 
 3. Reference to and Effect on the Credit Agreement. 

(a) On the Third Amendment Effective Date, each reference to the Credit Agreement in the Credit Agreement, the Parent Guarantee or any other
Loan Document shall mean and be a reference to the Credit Agreement as modified hereby. 
 (b) Crestwood Equity Partners and each Loan Party
hereby (i) acknowledges the terms of this Amendment; (ii) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document and the Parent Guarantee, as applicable, and agrees that each Loan
Document, the Parent Guarantee and all other documents, instruments and agreements executed and/or delivered in connection therewith remain in full force and effect as expressly modified hereby; (iii) represents and warrants to the Lenders that
as of the Third Amendment Effective Date no Default or Event of Default has occurred and is continuing and (iv) represents that the representations and warranties of Crestwood Equity Partners and each Loan Party contained in any Loan Document
and the Parent Guarantee, as applicable, are true and correct in all material respects (except with respect to representations and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) on and as of
the Third Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except with respect to representations
and warranties which are expressly qualified by materiality, which shall be true and correct in all respects) as of such earlier date. 
 (c)
Except with respect to the subject matter hereof, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Agents or the Lenders, nor constitute a waiver of any provision of the
Credit Agreement, the other Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith. 

(d) Upon the Third Amendment Effective Date, this Amendment shall be a Loan Document for all purposes. 

4. Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of New York. 

  
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 5. Headings. Section headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this Amendment for any other purpose. 
 6. Counterparts. This Amendment may be
executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF shall have the same
force and effect as manual signatures delivered in person. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this
Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of
records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 

[Signature Pages Follow] 
  

  
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 IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written. 

 

			
	 CRESTWOOD MIDSTREAM PARTNERS LP, as the Borrower
  

By: CRESTWOOD MIDSTREAM GP LLC, its General Partner

		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	 CRESTWOOD EQUITY PARTNERS LP
  

By: CRESTWOOD EQUITY GP LLC, its General Partner

		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	Subsidiary Guarantors:
	
	CMLP TRES MANAGER LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	CMLP TRES OPERATOR LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	ARROW MIDSTREAM HOLDINGS, LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	ARROW PIPELINE, LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	ARROW FIELD SERVICES, LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	ARROW WATER, LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	CRESTWOOD CRUDE SERVICES LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	CRESTWOOD MIDSTREAM OPERATIONS LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	FINGER LAKES LPG STORAGE, LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	CRESTWOOD CRUDE LOGISTICS LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	CRESTWOOD CRUDE TERMINALS LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	CRESTWOOD DAKOTA PIPELINES LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	CRESTWOOD CRUDE TRANSPORTATION LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	CRESTWOOD OHIO MIDSTREAM PIPELINE LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	CRESTWOOD PIPELINE LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	CRESTWOOD PANHANDLE PIPELINE LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	CRESTWOOD ARKANSAS PIPELINE LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	CRESTWOOD APPALACHIA PIPELINE LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	CRESTWOOD MARCELLUS PIPELINE LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	CRESTWOOD MARCELLUS MIDSTREAM LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	E. MARCELLUS ASSET COMPANY, LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	CRESTWOOD GAS SERVICES OPERATING LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	CRESTWOOD GAS SERVICES OPERATING GP LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	 COWTOWN GAS PROCESSING PARTNERS L.P.
  

By: CRESTWOOD GAS SERVICES OPERATING GP LLC, its General Partner

		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	 COWTOWN PIPELINE PARTNERS L.P.
  

By: CRESTWOOD GAS SERVICES OPERATING GP LLC, its General Partner

		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	CRESTWOOD MIDSTREAM FINANCE CORP.
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	CRESTWOOD OPERATIONS LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	CRESTWOOD SERVICES LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	CRESTWOOD SALES & SERVICE INC.
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	STELLAR PROPANE SERVICE, LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	CRESTWOOD TRANSPORTATION, LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	ARROW WATER SERVICES LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO
	
	CRESTWOOD ENERGY SERVICES LLC
		
	By	 	 /s/ Robert Halpin

		 	Name: Robert Halpin
		 	Title:   EVP & CPO



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Lender


 
			
		
	By	 	 /s/ Andrew Ostrov

		 	Name: Andrew Ostrov
		 	Title: Director



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	BANK OF AMERICA, N.A., as Lender
		
	By	 	 /s/ Ronald E. McCraig

		 	Name: Ronald E. McCraig
		 	Title: Managing Director



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	BARCLAYS BANK PLC, as Lender
		
	By	 	 /s/ Syndey G. Dennis

		 	Name: Syndey G. Dennis
		 	Title: Director



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	CITIBANK, N.A., as Lender
		
	By	 	 /s/ Todd Mogil

		 	Name: Todd Mogil
		 	Title: Vice President



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	JPMorgan Chase Bank, N.A., as Lender
		
	By	 	 /s/ Michael A. Harvey

		 	Name: Michael A. Harvey
		 	Title: Authorized Officer



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	Royal Bank of Canada, as Lender
		
	By	 	 /s/ Michael Sharp

		 	Name: Michael Sharp
		 	Title: Authorized Signatory



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	TRUIST BANK, as Lender
		
	By	 	 /s/ Samantha Sanford

		 	Name: Samantha Sanford
		 	Title: Vice President



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	Morgan Stanley Bank, N.A., as Lender
		
	By	 	 /s/ Tim Kok

		 	Name: Tim Kok
		 	Title: Authorized Signatory



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	Morgan Stanley Senior Funding, Inc., as Lender
		
	By	 	 /s/ Tim Kok

		 	Name: Tim Kok
		 	Title: Vice President



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	ABN AMRO CAPITAL USA LLC, as Lender
		
	By	 	 /s/ Darrell Holley

		 	Name: Darrell Holley
		 	Title: Managing Director
		
	By	 	 /s/ Matt Worstell

		 	Name: Matt Worstell
		 	Title: Executive Director



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	CAPITAL ONE, NATIONAL ASSOCIATION, as Lender
		
	By	 	 /s/ Kristin Oswald

		 	Name: Kristin Oswald
		 	Title: Senior Director



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	COMERICA BANK, as Lender
		
	By	 	 /s/ Robert Kret

		 	Name: Robert Kret
		 	Title: Vice President



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	BBVA USA, as Lender
		
	By	 	 /s/ Mark H. Wolf

		 	Name: Mark H. Wolf
		 	Title: Senior Vice President



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	Citizens Bank, N.A., as Lender
		
	By	 	 /s/ Peter Panos

		 	Name: Peter Panos
		 	Title: Managing Director



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	REGIONS BANK, as Lender
		
	By	 	 /s/ David Valentine

		 	Name: David Valentine
		 	Title: Managing Director



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	MUFG Bank, Ltd., as Lender
		
	By	 	 /s/ Stephen W. Warfel

		 	Name: Stephen W. Warfel
		 	Title: Authorized Signatory



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	U.S. Bank National Association, as Lender
		
	By	 	 /s/ John C. Lozano

		 	Name: John C. Lozano
		 	Title: Senior Vice President



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	 THE BANK OF NOVA SCOTIA, HOUSTON

BRANCH, as Lender

		
	By	 	 /s/ Joe Lattanzi

		 	Name: Joe Lattanzi
		 	Title: Managing Director



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	The Toronto-Dominion Bank, New York Branch, as Lender
		
	By	 	 /s/ Brian MacFarlane

		 	Name: Brian MacFarlane
		 	Title: Authorized Signatory



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	Bank of Midwest, a division of fNBH Bank, as Lender
		
	By	 	 /s/ Sarah E. Burchett

		 	Name: Sarah E. Burchett
		 	Title: Managing Director



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	CIT Bank, N.A., as Lender
		
	By	 	 /s/ Sean M. Murphy

		 	Name: Sean M. Murphy
		 	Title: Managing Director



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	The Huntington National Bank, as Lender
		
	By	 	 /s/ Cameron Hinojosa

		 	Name: Cameron Hinojosa
		 	Title: Vice President



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP 













 
			
	Enterprise Bank & Trust, as Lender
		
	By	 	 /s/ Aaron Wiens

		 	Name: Aaron Wiens
		 	Title: Vice President



  
 Signature Page to Third
Amendment 
 Crestwood Midstream Partners LP