EX-10.1


 Exhibit 10.1 

AMENDMENT NO. 8 
 Dated
as of September 10, 2014 
 to 

AMENDED AND RESTATED CREDIT AGREEMENT 

Dated as of November 24, 2009, as amended and restated as of February 2, 2011 

THIS AMENDMENT NO. 8 (this “Amendment”) is made as of September 10, 2014 by and among Crestwood Equity Partners LP
(formerly known as Inergy, L.P.), a Delaware limited partnership (the “Borrower”), the financial institutions listed on the signature pages hereof (collectively, the “Lenders”), and JPMorgan Chase Bank, N.A., as
Administrative Agent (the “Administrative Agent”), under that certain Amended and Restated Credit Agreement dated as of November 24, 2009, as amended and restated as of February 2, 2011, by and among the Borrower, the
lenders party thereto and the Administrative Agent (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings given to them in the Credit Agreement. 
 WHEREAS, the Borrower has requested that the Lenders and the
Administrative Agent agree to make certain amendments to the Credit Agreement; and 
 WHEREAS, the Lenders party hereto and the
Administrative Agent 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. 

Amendments to the Credit Agreement. Effective as of the Amendment Effective Date defined below, the Borrower, the Lenders and the Administrative Agent
agree that the Credit Agreement is hereby amended as follows: 
 The definition of “LIBO Rate” set forth in Section 1.01 of
the Credit Agreement is amended to delete the phrase “British Bankers Association” appearing therein and to replace such phrase with “ICE Benchmark Administration”. 

The definition of “Required Total Leverage Ratio” set forth in Section 1.01 of the Credit Agreement is amended and restated in
its entirety to read as follows: 
 “Required Total Leverage Ratio” means, with respect to any fiscal quarter of the
Borrower, the ratio set forth opposite such fiscal quarter: 
  

			
	 Fiscal Quarter Ending On or About
	  	Required Total Leverage Ratio
	 September 30, 2014
	  	5.50 to 1.00
	 December 31, 2014
	  	5.50 to 1.00
	 March 31, 2015
	  	5.25 to 1.00
	 June 30, 2015
	  	5.00 to 1.00
	 September 30, 2015 and each fiscal quarter ending thereafter
	  	4.75 to 1.00


  
 4 







 Section 1.01 of the Credit Agreement is amended to add the following definitions thereto in
the appropriate alphabetical order and, where applicable, replace the corresponding previously existing definitions: 
 “Amendment
No. 8 Effective Date” means September 10, 2014. 
 “General Partnership Commitment” means, with respect
to each Lender, the commitment of such Lender to make General Partnership Loans. On the Amendment No. 8 Effective Date, the aggregate amount of General Partnership Commitments is Six Hundred Twenty-Five Million Dollars ($625,000,000). 

Section 2.20 of the Credit Agreement is amended to delete the number “$100,000,000” appearing therein and replace such number
with “$25,000,000”. 
 Increase of Revolving Commitments. Effective as of the Amendment Effective Date defined below and subject to the
terms and conditions of the Credit Agreement, each Lender party hereto and listed on Annex I attached hereto (each, an “Increasing Lender”) agrees that on the Amendment Effective Date it shall have its General Partnership
Commitment increased by the amount set forth opposite its name on Annex I under the caption “General Partnership Commitment Increase” (with respect to each Increasing Lender, its “Commitment Increase”), thereby
making the aggregate amount of its total General Partnership Commitments equal to the amount set forth opposite its name on Annex I under the caption “Total General Partnership Commitment”. 

Conditions of Effectiveness. This Amendment shall become effective on the date that each of the following conditions is met (the “Amendment
Effective Date”): 
 The Administrative Agent shall have received counterparts of (i) this Amendment duly executed by the
Borrower, the Required Lenders, each Increasing Lender and the Administrative Agent and (ii) the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors. 

The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the
Amendment Effective Date) of Simpson Thacher & Bartlett LLP, counsel to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Borrower, the Credit Documents, this
Amendment and the transactions contemplated hereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion. 

The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request,
all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. 
 The Administrative Agent shall have
received all fees and other amounts due and payable on or prior to date hereof, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees and expenses of counsel for the Administrative Agent) required
to be reimbursed or paid by the Borrower in connection with this Amendment. 

  
 5 







 Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows:

 This Amendment and the Credit Agreement as modified hereby constitutes the legal, valid and binding obligation of the Borrower,
enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of
creditors’ rights in general and the availability of equitable remedies. 
 As of the date hereof and after giving effect to the terms
of this Amendment, (i) the representations and warranties of the Borrower set forth in the Credit Agreement as amended hereby are true and correct on and as of the date hereof in all material respects (other than those representations and
warranties already qualified by materiality or material adverse effect, such representations and warranties to be accurate in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in
which case they shall be true and correct as of such earlier date in all material respects (other than those representations and warranties already qualified by materiality or material adverse effect, such representations and warranties to be
accurate in all respects) and (ii) no Default has occurred and is continuing. 
 Reallocation. The Borrower and the Lenders agree that the
Administrative Agent shall make such reallocations of the outstanding General Partnership Loans as are necessary to cause each Lender’s portion of the outstanding General Partnership Loans of all the Lenders to equal its Applicable Percentage
of such outstanding General Partnership Loans under the Credit Agreement as amended hereby. The reallocation made pursuant to this Section 5 shall be accompanied by payment of all accrued interest on the reallocated amount and the Borrower
hereby agrees to compensate, if applicable, each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans and the reallocation described in this Section 5 on
the terms and in the manner set forth in Section 2.16 of the Credit Agreement. 
 Reference to and Effect on the Credit Agreement. 

Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Credit Document shall mean and be a
reference to the Credit Agreement as modified hereby. 
 Each Credit Document and all other documents, instruments and agreements executed
and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. 
 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 the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit
Agreement, the other Credit Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith. 

Upon the effectiveness hereof, this Amendment shall be a Credit Document for all purposes. 

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

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.

 [Signature Pages Follow] 

  
 7 







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

			
	CRESTWOOD EQUITY PARTNERS LP, as the Borrower
		
	By:	 	 CRESTWOOD EQUITY GP LLC,
 its general
partner

		
	By	 	 /s/ Joel C. Lambert

		 	Name: Joel C. Lambert
		 	Title: Corporate Secretary


 Signature Page to Amendment No. 8 to 

Amended and Restated Credit Agreement 

Crestwood Equity Partners LP 






 
			
	JPMORGAN CHASE BANK, N.A.,
	individually as a Lender and as Administrative Agent
		
	By:	 	 /s/ Kenneth J. Fatur

	Name:	 	Kenneth J. Fatur
	Title:	 	Managing Director
	
	Bank of America, N.A.,
		
	By:	 	 /s/ Ronald E. McKaig

	Name:	 	Ronald E. McKaig
	Title:	 	Managing Director
	
	PNC Bank, National Association
		
	By:	 	 /s/ Colin Warman

	Name:	 	Colin Warman
	Title:	 	Vice President
	
	Wells Fargo Bank, N.A.
		
	By:	 	 /s/ Brandon Kast

	Name:	 	Brandon Kast
	Title:	 	Assistant Vice President
	
	BARCLAYS BANK PLC
		
	By:	 	 /s/ Christopher R. Lee

	Name:	 	Christopher R. Lee
	Title:	 	Assistant Vice President
	
	Citibank, N.A.
		
	By:	 	 /s/ John F. Miller

	Name:	 	John F. Miller
	Title:	 	Attorney-In-Fact
	
	Credit Suisse AG, Cayman Islands Branch
		
	By:	 	 /s/ Mikhail Faybusovich

	Name:	 	Mikhail Faybusovich
	Title:	 	Authorized Signatory


 Signature Page to Amendment No. 8 to 

Amended and Restated Credit Agreement 

Crestwood Equity Partners LP 







			
	 MORGAN STANLEY BANK, N.A.

		
	By:	 	 /s/ Michael King

	Name:	 	Michael King
	Title:	 	Authorized Signatory
	
	SUNTRUST BANK
		
	By:	 	 /s/ Chulley Bogle

	Name:	 	Chulley Bogle
	Title:	 	Vice President
	
	ROYAL BANK OF CANADA
		
	By:	 	 /s/ Jason S. York

	Name:	 	Jason S. York
	Title:	 	Authorized Signatory
	
	ROYAL BANK OF Scotland
		
	By:	 	 /s/ Nathan Bautista

	Name:	 	Nathan Bautista
	Title:	 	Authorised Signatory
	
	ROYAL BANK OF CANADA
		
	By:	 	 /s/ Jason S. York

	Name:	 	Jason S. York
	Title:	 	Authorized Signatory
	
	Bank of Tokyo-Mitsubishi UFJ, Ltd.
		
	By:	 	 /s/ Maria Ferradas

	Name:	 	Maria Ferradas
	Title:	 	Vice President
	
	COMERICA BANK
		
	By:	 	 /s/ Jeffery Treadway

	Name:	 	Jeffery Treadway
	Title:	 	Senior Vice President


 Signature Page to Amendment No. 8 to 

Amended and Restated Credit Agreement 

Crestwood Equity Partners LP 







			
	BOKF NA, dba Bank of Oklahoma
		
	By:	 	 /s/ J. Nick Cooper

	Name:	 	J. Nick Cooper
	Title:	 	Vice President
	
	FIFTH THIRD BANK
		
	By:	 	 /s/ Justin Crawford

	Name:	 	Justin Crawford
	Title:	 	Director
	
	Branch Banking and Trust Company
		
	By:	 	 /s/ James Giordano

	Name:	 	James Giordano
	Title:	 	Vice President
	
	The Private Bank & Trust Co.
		
	By:	 	 /s/ Brock Wood

	Name:	 	Brock Wood
	Title:	 	Associate Managing Director
	
	RAYMOND JAMES BANK, N.A.
		
	By:	 	 /s/ Scott G. Axelrod

	Name:	 	Scott G. Axelrod
	Title:	 	Vice President
	
	U.S. BANK NATIONAL ASSOCIATION
		
	By:	 	 /s/ Benjamin J. Lenoard

	Name:	 	Benjamin J. Lenoard
	Title:	 	Vice President
	
	BANK MIDWEST, A DIVISION OF NBH BANK, N.A.
		
	By:	 	 /s/ Thomas J. Rohling

	Name:	 	Thomas J. Rohling
	Title:	 	Senior Vice President


 Signature Page to Amendment No. 8 to 

Amended and Restated Credit Agreement 

Crestwood Equity Partners LP 






 CONSENT AND REAFFIRMATION 

Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 8 to the Amended and Restated Credit
Agreement dated as of November 24, 2009, as amended and restated as of February 2, 2011 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among Crestwood Equity Partners LP, the
financial institutions from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), which Amendment No. 8 is dated as of
September 10, 2014 (the “Amendment”). Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement. Without in any way establishing a course of
dealing by the Administrative Agent or any Lender, each of the undersigned consents to the Amendment and reaffirms the terms and conditions of the Credit Agreement and any other Credit Document executed by it and acknowledges and agrees that such
Credit Agreement and each and every such Credit Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement
contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment. This Consent and Reaffirmation shall be a Credit Document for all purposes and shall be
construed in accordance with and governed by the law of the State of New York. This Consent and Reaffirmation 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. 

Dated: September 10, 2014 
 [Signature Page
Follows] 







									
	 L & L TRANSPORTATION, LLC,

as a Subsidiary Guarantor
	 		  	STELLAR PROPANE SERVICE, LLC,
 as a Subsidiary Guarantor

					
	By:	 	 /s/ Joel C. Lambert
	 		  	By:	 	 /s/ Joel C. Lambert

	Name:	 	Joel C. Lambert	 		  	Name:	 	Joel C. Lambert
	Title:	 	Corporate Secretary	 		  	Title:	 	Corporate Secretary
			
	 CRESTWOOD TRANSPORTATION LLC,

as a Subsidiary Guarantor
	 		  	CRESTWOOD SALES & SERVICE INC.,
 as a Subsidiary Guarantor

					
	By:	 	 /s/ Joel C. Lambert
	 		  	By:	 	 /s/ Joel C. Lambert

	Name:	 	Joel C. Lambert	 		  	Name:	 	Joel C. Lambert
	Title:	 	Corporate Secretary	 		  	Title:	 	Corporate Secretary
			
	 CEQP FINANCE CORP.,

as a Subsidiary Guarantor
	 		  	CRESTWOOD PARTNERS LLC,
 as a Subsidiary Guarantor

					
	By:	 	 /s/ Joel C. Lambert
	 		  	By:	 	 /s/ Joel C. Lambert

	Name:	 	Joel C. Lambert	 		  	Name:	 	Joel C. Lambert
	Title:	 	Corporate Secretary	 		  	Title:	 	Corporate Secretary
			
	 TRES PALACIOS GAS STORAGE LLC,

as a Subsidiary Guarantor
	 		  	IPCH ACQUISITION CORP.,
 as a Subsidiary Guarantor

					
	By:	 	 /s/ Joel C. Lambert
	 		  	By:	 	 /s/ Joel C. Lambert

	Name:	 	Joel C. Lambert	 		  	Name:	 	Joel C. Lambert
	Title:	 	Corporate Secretary	 		  	Title:	 	Corporate Secretary

 Signature Page to Consent and Reaffirmation to Amendment No. 8 to 

Amended and Restated Credit Agreement 

Crestwood Equity Partners LP 







									
	 CRESTWOOD MIDSTREAM GP, LLC,

as a Subsidiary Guarantor
	 		  	TRES PALACIOS MIDSTREAM, LLC,
 as a Subsidiary Guarantor

					
	 By:
	 	 /s/ Joel C. Lambert
	 		  	By:	 	 /s/ Joel C. Lambert

	Name:	 	Joel C. Lambert	 		  	Name:	 	Joel C. Lambert
	Title:	 	Corporate Secretary	 		  	Title:	 	Corporate Secretary
			
	 MGP GP, LLC,
 as a Subsidiary
Guarantor
	 		  	CRESTWOOD MIDSTREAM HOLDINGS LP,
 as a Subsidiary Guarantor

					
	By:	 	 /s/ Joel C. Lambert
	 		  	By:	 	 /s/ Joel C. Lambert

	Name:	 	Joel C. Lambert	 		  	Name:	 	Joel C. Lambert
	Title:	 	Corporate Secretary	 		  	Title:	 	Corporate Secretary
			
	 CRESTWOOD OPERATIONS, LLC,

as a Subsidiary Guarantor
	 		  	CRESTWOOD SERVICES LLC,
 as a Subsidiary Guarantor

					
	 By:
	 	 /s/ Joel C. Lambert
	 		  	By:	 	 /s/ Joel C. Lambert

	Name:	 	Joel C. Lambert	 		  	Name:	 	Joel C. Lambert
	Title:	 	Corporate Secretary	 		  	Title:	 	Corporate Secretary
				
	 CRESTWOOD WEST COAST LLC,
 as a
Subsidiary Guarantor
	 		  		 	
					
	By:	 	 /s/ Joel C. Lambert
	 		  		 	
	Name:	 	Joel C. Lambert	 		  		 	
	Title:	 	Corporate Secretary	 		  		 	

 Signature Page to Consent and Reaffirmation to Amendment No. 8 to 

Amended and Restated Credit Agreement 

Crestwood Equity Partners LP 






 Annex I 
  

									
	
INCREASING LENDER	  	 GENERAL

PARTNERSHIP
COMMITMENT

INCREASE
	 	  	 TOTAL

GENERAL

PARTNERSHIP
COMMITMENT
	 
	 BANK OF AMERICA, N.A.
	  	$	3,250,000.00	  	  	$	42,535,714.29	  
	 WELLS FARGO BANK, N.A.
	  	$	3,250,000.00	  	  	$	42,535,714.29	  
	 BARCLAYS BANK PLC
	  	$	8,500,000.00	  	  	$	39,928,571.43	  
	 CITIBANK, N.A.
	  	$	8,500,000.00	  	  	$	39,928,571.43	  
	 CREDIT SUISSE, CAYMAN ISLANDS BRANCH
	  	$	8,500,000.00	  	  	$	39,928,571.43	  
	 MORGAN STANLEY BANK, N.A.
	  	$	8,500,000.00	  	  	$	39,928,571.43	  
	 SUNTRUST BANK
	  	$	8,500,000.00	  	  	$	39,928,571.43	  
	 ROYAL BANK OF CANADA
	  	$	8,500,000.00	  	  	$	32,071,428.57	  
	 THE ROYAL BANK OF SCOTLAND PLC
	  	$	8,500,000.00	  	  	$	32,071,428.57	  
	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
	  	$	3,000,000.00	  	  	$	26,571,428.57	  
	 COMERICA BANK
	  	$	3,000,000.00	  	  	$	26,571,428.57	  
	 PNC BANK, NATIONAL ASSOCIATION
	  	$	3,000,000.00	  	  	$	26,571,428.57	  
			
	 TOTAL INCREASE:
	  	$	75,000,000.00