INERGY MIDSTREAM, L.P. NRGM FINANCE CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2012 • Inergy Midstream, L.P. • Natural gas transmission • New York
This REGISTRATION RIGHTS AGREEMENT dated December 7, 2012 (the “Agreement”) is entered into by and among Inergy Midstream, L.P., a Delaware limited partnership (the “Partnership”), NRGM Finance Corp., a Delaware corporation (“Finance Corp” and, together with the Partnership, the “Company”), the Guarantors listed on the signature page hereto (the “Guarantors”) and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, SunTrust Robinson Humphrey, Inc., Wells Fargo Securities, LLC, Barclays Capital Inc., BMO Capital Markets Corp., Comerica Securities, Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC and RBS Securities Inc. (collectively, the “Initial Purchasers”).
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INERGY MIDSTREAM, L.P.Limited Partnership Agreement • December 21st, 2011 • Inergy Midstream, L.P. • Natural gas transmission • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INERGY MIDSTREAM, L.P., dated as of December 21, 2011, is entered into by and among NRGM GP, LLC, a Delaware limited liability company, as the General Partner, and the Initial Limited Partners (as defined herein), together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
Form of CREDIT AGREEMENT dated as of among INERGY MIDSTREAM, L.P. as the Borrower The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, SUNTRUST BANK and WELLS FARGO BANK, N.A., as Co- Syndication Agents, and [ ] and [ ], as...Credit Agreement • November 28th, 2011 • Inergy Midstream, L.P. • Natural gas transmission • New York
CREDIT AGREEMENT (this “Agreement”) dated as of [ ], 2011 among INERGY MIDSTREAM, L.P., the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, SUNTRUST BANK and WELLS FARGO BANK, N.A., as Co-Syndication Agents, and [ ] and [ ], as Co-Documentation Agents.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 16, 2018 among CRESTWOOD MIDSTREAM PARTNERS LP, as Borrower, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent, CITIBANK,...Credit Agreement • October 18th, 2018 • Crestwood Midstream Partners LP • Natural gas transmission
This agreement amends and restates in its entirety that certain Amended and Restated Credit Agreement dated as of September 30, 2015, among the Borrower, the Administrative Agent, the Collateral Agent and the lenders and other parties thereto (as amended by that certain Amendment dated as of April 20, 2016, such agreement, as existing immediately prior to giving effect to this amendment and restatement, the “Existing Credit Agreement”).
CREDIT AGREEMENT dated as of December 21, 2011 among INERGY MIDSTREAM, L.P. as the Borrower The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, SUNTRUST BANK and WELLS FARGO BANK, N.A., as Co- Syndication Agents, and BANK...Credit Agreement • December 22nd, 2011 • Inergy Midstream, L.P. • Natural gas transmission • New York
CREDIT AGREEMENT (this “Agreement”) dated as of December 21, 2011 among INERGY MIDSTREAM, L.P., the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, SUNTRUST BANK and WELLS FARGO BANK, N.A., as Co-Syndication Agents, and BANK OF AMERICA, N.A., as Documentation Agent.
REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 14, 2017 AMONG CRESTWOOD MIDSTREAM PARTNERS LP, CRESTWOOD MIDSTREAM FINANCE CORP., THE GUARANTORS LISTED ON SCHEDULE I HERETO AND J.P. MORGAN SECURITIES LLC, AS REPRESENTATIVE OF THE INITIAL PURCHASERS...Registration Rights Agreement • March 15th, 2017 • Crestwood Midstream Partners LP • Natural gas transmission • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of March 7, 2017 (the “Purchase Agreement”), by and among the Issuers, the Guarantors and the Representative, which provides for, among other things, the sale by the Issuers to the Initial Purchasers of $500,000,000 aggregate principal amount of the Issuers’ 5.75% Senior Notes due 2025 (the “Notes”). The Notes are issued under an indenture, dated as of March 14, 2017 (as amended or supplemented from time to time, the “Indenture”), among the Issuers, the Guarantors and U.S. Bank National Association, as trustee. Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Issuers’ obligations under the Notes and the Indenture. References to the “Securities” shall mean, collectively, the Notes and the Guarantees. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the regist
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NRGM GP, LLCLimited Liability Company Agreement • December 22nd, 2011 • Inergy Midstream, L.P. • Natural gas transmission • Delaware
This AMENDED AND RESTATED LIMITED LIABILTY COMPANY AGREEMENT of NRGM GP, LLC, a Delaware limited liability company (the “Company”), dated as of December 21, 2011, is entered into by Inergy Midstream Holdings, L.P., a Delaware limited partnership (“Midstream Holdings”), as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 29th, 2016 • Crestwood Midstream Partners LP • Natural gas transmission • Texas
This Amended and Restated Employment Agreement (“Agreement”), is made and entered into as of the 20th day of January, 2015, with an effective date of April 1, 2015 (the “Effective Date”) between Crestwood Operations LLC, a Delaware limited liability company (“Employer”), and Robert Halpin (“Employee”), and amends and restates in its entirety the employment agreement entered into by and between Employer and Employee dated January 21, 2014 (the “Prior Employment Agreement”).
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INERGY MIDSTREAM, L.P.Limited Partnership Agreement • February 6th, 2013 • Inergy Midstream, L.P. • Natural gas transmission • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF INERGY MIDSTREAM, L.P., dated as of December 21, 2011, is entered into by and among NRGM GP, LLC, a Delaware limited liability company, as the General Partner, and the Initial Limited Partners (as defined herein), together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among INERGY GP, LLC, INERGY, L.P., INERGY PROPANE, LLC, MGP GP, LLC, INERGY MIDSTREAM HOLDINGS, L.P., NRGM GP, LLC and INERGY MIDSTREAM, L.P. Dated as of December 21, 2011Contribution, Conveyance and Assumption Agreement • December 22nd, 2011 • Inergy Midstream, L.P. • Natural gas transmission
This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT dated as of December 21, 2011 (this “Agreement”) is entered by and among Inergy GP, LLC, a Delaware limited liability company (“NRGY GP”), Inergy, L.P., a Delaware limited partnership (“NRGY”), Inergy Propane, LLC, a Delaware limited liability company (“Inergy Propane”), MGP GP, LLC, a Delaware limited liability company (“MGP GP”), Inergy Midstream Holdings, L.P., a Delaware limited partnership (“MGP”), NRGM GP, LLC, a Delaware limited liability company (the “General Partner”), and Inergy Midstream, L.P., a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
14,000,000 Common Units CRESTWOOD MIDSTREAM PARTNERS LP COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS UNDERWRITING AGREEMENTUnderwriting Agreement • October 21st, 2013 • Crestwood Midstream Partners LP • Natural gas transmission • New York
Crestwood Midstream Partners LP, a Delaware limited partnership (f/k/a Inergy Midstream, L.P.) (the “Partnership”), proposes to issue and sell to Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. (collectively, the “Underwriters”) 14,000,000 common units (the “Firm Units”), representing limited partner interests in the Partnership (the “Common Units”). The Partnership also proposes to issue and sell to the several Underwriters not more than an additional 2,100,000 common units representing limited partner interests in the Partnership (the “Additional Units”) if and to the extent that the Underwriters shall have determined to exercise the right to purchase such Additional Units granted to the Underwriters in Section 2 hereof. The Firm Units and the Additional Units are hereinafter collectively referred to as the “Units.”
LIMITED LIABILITY COMPANY AGREEMENT OF NRGM GP, LLC a Delaware limited liability companyLimited Liability Company Agreement • November 21st, 2011 • Inergy Midstream, L.P. • Natural gas transmission • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of November 14, 2011 (this “Agreement”), is adopted, executed and agreed to by Inergy Midstream Holdings, L.P., a Delaware limited partnership (the “Sole Member”).
LIMITED LIABILITY COMPANY AGREEMENT OF INERGY ACQUISITION COMPANY, LLCLimited Liability Company Agreement • October 11th, 2011 • Inergy Midstream, LLC • Natural gas transmission • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), is made as of the day of September, 2004, by Inergy Acquisition Company, LLC, a Delaware limited liability company (the “Company”), and Inergy, L.P., a Delaware limited partnership (the “Member”).
THIRD SUPPLEMENTAL INDENTURESupplemental Indenture • May 4th, 2023 • Crestwood Midstream Partners LP • Natural gas transmission • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) to the Indenture (as defined below), dated as of February 13, 2023, by and among Crestwood Permian Basin Holdings LLC, a Delaware limited liability company (“CPJV”) and indirect wholly owned subsidiary of Crestwood Midstream Partners LP, a Delaware limited partnership (the “Company”), CPB Subsidiary Holdings LLC, a Delaware limited liability company and direct wholly owned subsidiary of CPJV (“CPB Subsidiary”), Crestwood New Mexico Pipeline LLC, a Texas limited liability company and indirect wholly owned subsidiary of CPJV (“Crestwood New Mexico”), CPB Transportation & Marketing LLC, a Delaware limited liability company and indirect wholly owned subsidiary of CPJV (“CPB Transportation”), CPB Operator LLC, a Delaware limited liability company and indirect wholly owned subsidiary of CPJV ("CPB Operator"), CPB Water LLC, a Delaware limited liability company and indirect wholly owned subsidiary of CPJV (“CPB Water”), CPB Bowser S
OMNIBUS AGREEMENT among INERGY GP, LLC, INERGY, L.P., NRGM GP, LLC, and INERGY MIDSTREAM, L.P.Omnibus Agreement • December 22nd, 2011 • Inergy Midstream, L.P. • Natural gas transmission
This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein), among Inergy GP, LLC, a Delaware limited liability company (“NRGY GP”), Inergy, L.P., a Delaware limited partnership (“NRGY”), NRGM GP, LLC, a Delaware limited liability company (the “General Partner”), and Inergy Midstream, L.P., a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENT BY AND AMONG CRESTWOOD MIDSTREAM PARTNERS LP AND THE PURCHASERS NAMED ON SCHEDULE A HERETORegistration Rights Agreement • June 19th, 2014 • Crestwood Midstream Partners LP • Natural gas transmission • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 17, 2014, by and among Crestwood Midstream Partners LP, a Delaware limited partnership (the “Partnership”), and each of the Persons set forth on Schedule A to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).
INERGY MIDSTREAM, L.P. NRGM FINANCE CORP. 6.00% Senior Notes due 2020 PURCHASE AGREEMENTPurchase Agreement • November 30th, 2012 • Inergy Midstream, L.P. • Natural gas transmission • New York
Vinson & Elkins L.L.P. shall have furnished to the Initial Purchasers its written opinion, as counsel to the Issuers and the Guarantors, addressed to the Initial Purchasers and dated the Closing Date, in form and substance reasonably satisfactory to Citigroup Global Markets Inc., to the effect that:
FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • August 16th, 2023 • Crestwood Midstream Partners LP • Natural gas transmission • Delaware
This Director and Officer Indemnification Agreement, dated as of [•], 2023 (this “Agreement”), is made by and between Crestwood Equity GP LLC, a Delaware limited liability company (the “Company”), and [•] (“Indemnitee” ).
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • July 28th, 2022 • Crestwood Midstream Partners LP • Natural gas transmission • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) to the Indenture (as defined below), dated as of July 20, 2022, by and among Crestwood Sendero GP LLC, a Delaware limited liability company (“GP Buyer”), Sendero Midstream Partners, LP, a Delaware limited partnership (“Sendero LP”), Sendero Midstream Holdings, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Sendero LP (“Sendero Midstream Holdings”), Sendero Carlsbad Midstream, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Sendero LP (“Sendero Carlsbad Midstream”), and Sendero Carlsbad Finance, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Sendero LP (“Sendero Carlsbad Finance” and, together with GP Buyer, Sendero LP, Sendero Midstream Holdings, and Sendero Carlsbad Midstream, the “New Guarantors”), each a Domestic Subsidiary of Crestwood Midstream Partners LP, a Delaware limited partnership (the “Company”), the Company, Cr
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CRESTWOOD NIOBRARA LLC a Delaware Limited Liability Company Dated as of July 25, 2023Limited Liability Company Agreement • July 27th, 2023 • Crestwood Midstream Partners LP • Natural gas transmission • Delaware
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of Crestwood Niobrara LLC, a Delaware limited liability company (the “Company”), is made and entered into by and between CN Jackalope Holdings, LLC, a Delaware limited liability company, Crestwood Midstream Partners LP, a Delaware limited partnership, and, solely for the purposes of the provisions set forth on its signature page to this Agreement, Crestwood Equity Partners LP, a Delaware limited partnership (“CEQP”), effective as of July 25, 2023 (the “Effective Date”). Capitalized terms used herein without definition have the meanings set forth in Section 1.01.
VOTING AGREEMENT BY AND AMONG INERGY, L.P., INERGY MIDSTREAM, L.P., NRGM GP, LLC, AND INTREPID MERGER SUB, LLC AND CRESTWOOD GAS SERVICES GP LLC, CRESTWOOD GAS SERVICES HOLDINGS LLC, AND CRESTWOOD HOLDINGS LLC AND CRESTWOOD MIDSTREAM PARTNERS LP Dated...Voting Agreement • May 9th, 2013 • Inergy Midstream, L.P. • Natural gas transmission • Delaware
This VOTING AGREEMENT, dated as of May 5, 2013 (this “Agreement”), is entered into by and among Inergy, L.P., a Delaware limited partnership (“NRGY”), Inergy Midstream, L.P., a Delaware limited partnership (“NRGM”), NRGM GP, LLC, a Delaware limited liability company and the general partner of NRGM (“NRGM GP”), Intrepid Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of NRGM (“Merger Sub” and, collectively with NRGY, NRGM and NRGM GP, the “Inergy Parties”), on the one hand, and Crestwood Gas Services GP LLC, a Delaware limited liability company (“CMLP GP”), Crestwood Gas Services Holdings LLC, a Delaware limited liability company (“CW Gas Holdings”) and Crestwood Holdings LLC, a Delaware limited liability company (“CW Holdings” and, collectively with CMLP GP and CW Gas Holdings, the “Crestwood Parties”), and Crestwood Midstream Partners LP, a Delaware limited partnership (“CMLP”).
FORM OF MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 21st, 2011 • Inergy Midstream, L.P. • Natural gas transmission • Delaware
This Membership Interest Purchase Agreement (this “Agreement”) is made and entered into as of , 2011, by and among Inergy, L.P., a Delaware limited partnership (“NRGY”) and Inergy Holdings GP, LLC , a Delaware limited liability company (“Holdings GP”).
SUPPORT AGREEMENT BY AND AMONG CRESTWOOD MIDSTREAM PARTNERS LP CRESTWOOD EQUITY PARTNERS LP AND CRESTWOOD GAS SERVICES GP LLC DATED AS OF MAY 5, 2015Support Agreement • May 6th, 2015 • Crestwood Midstream Partners LP • Natural gas transmission • Delaware
SUPPORT AGREEMENT, dated as of May 5, 2015 (this “Agreement”), by and among CRESTWOOD MIDSTREAM PARTNERS LP, a Delaware limited partnership (“Midstream”), CRESTWOOD EQUITY PARTNERS LP, a Delaware limited partnership (“CEQP”), and CRESTWOOD GAS SERVICES GP, LLC, a Delaware limited liability company (“CGS GP,” and together with CEQP, the “Supporting Parties” and each a “Supporting Party”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 3rd, 2023 • Crestwood Midstream Partners LP • Natural gas transmission
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of June 30, 2023 (the “Amendment Effective Date”) by and between Crestwood Operations LLC (“Employer”) and Diaco Aviki (“Employee”).
CRESTWOOD MIDSTREAM PARTNERS LP LONG TERM INCENTIVE PLAN [FORM OF] PHANTOM UNIT AGREEMENTPhantom Unit Agreement • January 23rd, 2015 • Crestwood Midstream Partners LP • Natural gas transmission • Delaware
This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between Crestwood Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), and (the “Service Provider”). This Agreement is effective as of the day of , (the “Date of Grant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.
AGREEMENT AND PLAN OF MERGER by and among CRESTWOOD EQUITY PARTNERS LP CRESTWOOD EQUITY GP LLC CEQP ST SUB LLC and MGP GP, LLC and CRESTWOOD MIDSTREAM HOLDINGS LP and CRESTWOOD MIDSTREAM PARTNERS LP and CRESTWOOD MIDSTREAM GP LLC and CRESTWOOD GAS...Merger Agreement • May 6th, 2015 • Crestwood Midstream Partners LP • Natural gas transmission • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 5, 2015 (this “Agreement”), is entered into by and among Crestwood Equity Partners LP, a Delaware limited partnership (“CEQP”), Crestwood Equity GP LLC, a Delaware limited liability company and the general partner of CEQP (“Equity GP”), CEQP ST SUB LLC, a Delaware limited liability company and a wholly-owned subsidiary of CEQP (“MergerCo”), MGP GP, LLC, a Delaware limited liability company and wholly-owned subsidiary of CEQP (“MGP GP”), Crestwood Midstream Holdings LP, a Delaware limited partnership (“Midstream Holdings”), Crestwood Midstream Partners LP, a Delaware limited partnership (“Midstream”), Crestwood Midstream GP LLC, a Delaware limited liability company and the general partner of Midstream (“Midstream GP”), and Crestwood Gas Services GP, LLC, a Delaware limited liability company and wholly-owned subsidiary of Midstream GP (“CGS GP”). CEQP, Equity GP, MergerCo, MGP GP, Midstream Holdings, Midstream, Midstream GP and CGS GP ar
CRESTWOOD EQUITY PARTNERS LPRestricted Unit Award Grant Notice • November 1st, 2018 • Crestwood Midstream Partners LP • Natural gas transmission
Pursuant to the terms and conditions of the Crestwood Equity Partners LP 2018 Long Term Incentive Plan (the “Plan”), and the associated Restricted Unit Award Agreement (the “Agreement”), Crestwood Equity GP LLC, a Delaware limited liability company, the general partner (“General Partner”) of Crestwood Equity Partners LP, a Delaware limited partnership (the “Partnership”), hereby grants to the individual listed below (“you” or “Service Provider”) the number of Restricted Units set forth below. A copy of the Plan and the Agreement may be downloaded through your Solium account. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan. This Restricted Unit Award (as defined below) is subject to the terms and conditions set forth herein as a well as the terms and conditions set forth in the Agreement and the Plan, each of which is incorporated herein by reference.
INERGY MIDSTREAM, L.P. LONG TERM INCENTIVE PLAN RESTRICTED UNIT AWARD AGREEMENTRestricted Unit Award Agreement • December 21st, 2011 • Inergy Midstream, L.P. • Natural gas transmission • Delaware
THIS RESTRICTED UNIT AWARD AGREEMENT (this “Agreement”), dated as of «Date», is between NRGM GP, LLC, a Delaware limited liability company (the “General Partner”) and «First» «Last» (“Holder”).
AGREEMENT AND PLAN OF MERGER by and among CRESTWOOD MIDSTREAM PARTNERS LP, CRESTWOOD ARROW ACQUISITION LLC,Merger Agreement • November 8th, 2013 • Crestwood Midstream Partners LP • Natural gas transmission • Delaware
This Agreement and Plan of Merger, dated as of October 8, 2013 (the “Execution Date”) (including the Schedules and Exhibits hereto, this “Agreement”), is by and among Crestwood Midstream Partners LP, a Delaware limited partnership (“Buyer”), Crestwood Arrow Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Buyer (“Merger Sub”), Arrow Midstream Holdings, LLC, a Delaware limited liability company (the “Company”), the Members (as defined herein) and OZ Midstream Holdings, LLC, a Delaware limited liability company, in its capacity as Member Representative (as defined herein), with respect to Articles III, IX, XI, XII, XIII, and XV and Section 10.2. Buyer, Merger Sub, the Company, the Members and the Member Representative are referred to collectively herein as the “Parties” and each individually as a “Party.”
AGREEMENT AND PLAN OF MERGER by and among ENERGY TRANSFER LP, SOLELY FOR PURPOSES OF SECTION 2.1(A), SECTION 2.1(B), SECTION 2.1(C) AND SECTION 5.21, LE GP, LLC, PACHYDERM MERGER SUB LLC and CRESTWOOD EQUITY PARTNERS LP Dated as of August 16, 2023Merger Agreement • August 16th, 2023 • Crestwood Midstream Partners LP • Natural gas transmission • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 16, 2023, is by and among Energy Transfer LP, a Delaware limited partnership (“Parent”), Pachyderm Merger Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub”), Crestwood Equity Partners LP, a Delaware limited partnership (the “Partnership”), and, solely for purposes of Section 2.1(a), Section 2.1(b), Section 2.1(c) and Section 5.21, LE GP, LLC, a Delaware limited liability company and the sole general partner of Parent (“Parent GP”).
INERGY MIDSTREAM, L.P., NRGM FINANCE CORP., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF, AND as Trustee Second Supplemental Indenture dated as of May 22, 2013 to Indenture dated as of December 7, 2012Second Supplemental Indenture • May 29th, 2013 • Inergy Midstream, L.P. • Natural gas transmission • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 22, 2013, is by and among Inergy Midstream, L.P., a Delaware limited partnership (the “Company”), NRGM Finance Corp., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors (as defined in the Indenture referred to herein), and U.S. Bank National Association, as trustee (the “Trustee”).
Restricted Unit Award AgreementRestricted Unit Award Agreement • November 1st, 2018 • Crestwood Midstream Partners LP • Natural gas transmission • Delaware
This Restricted Unit Award Agreement (this “Agreement”) is made and entered into as of the Date of Grant set forth in the Restricted Unit Award Grant Notice (“Notice of Grant”) by and between Crestwood Equity GP LLC, a Delaware limited liability company (the “General Partner”), and the individual listed on the Notice of Grant (“you” or “Service Provider”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Notice of Grant or the Crestwood Equity Partners LP 2018 Long Term Incentive Plan (the “Plan”), as applicable.
OPTION AGREEMENT BY AND AMONG INERGY, L.P., INERGY MIDSTREAM, L.P., NRGM GP, LLC, AND INTREPID MERGER SUB, LLC AND CRESTWOOD GAS SERVICES GP LLC, CRESTWOOD GAS SERVICES HOLDINGS LLC, AND CRESTWOOD HOLDINGS LLC Dated as of May 5, 2013Option Agreement • May 9th, 2013 • Inergy Midstream, L.P. • Natural gas transmission • Delaware
This OPTION AGREEMENT, dated as of May 5, 2013 (this “Agreement”), is entered into by and among Inergy, L.P., a Delaware limited partnership (“NRGY”), Inergy Midstream, L.P., a Delaware limited partnership (“NRGM”), NRGM GP, LLC, a Delaware limited liability company and the general partner of NRGM (“NRGM GP”), Intrepid Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of NRGM (“Merger Sub” and, collectively with NRGY, NRGM and NRGM GP, the “Inergy Parties”), on the one hand, and Crestwood Gas Services GP LLC, a Delaware limited liability company (“CMLP GP”), Crestwood Gas Services Holdings LLC, a Delaware limited liability company (“CW Gas Holdings”) and Crestwood Holdings LLC, a Delaware limited liability company (“CW Holdings” and, collectively with CMLP GP and CW Gas Holdings, the “Crestwood Parties”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • May 14th, 2012 • Inergy Midstream, L.P. • Natural gas transmission
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (“Agreement”) is dated as of the 14th day of May, 2012, and entered into by and between Inergy, L.P., a Delaware limited partnership (“Seller”), and Inergy Midstream, L.P., a Delaware limited partnership (“Buyer”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
FORM OF] INERGY MIDSTREAM, L.P. LONG TERM INCENTIVE PLAN AMENDMENT TO RESTRICTED UNIT AWARD AGREEMENTSRestricted Unit Award Agreement • May 9th, 2013 • Inergy Midstream, L.P. • Natural gas transmission • Delaware
THIS AMENDMENT TO RESTRICTED UNIT AWARD AGREEMENTS (this “Amendment”), dated as of «Date», is between NRGM GP, LLC, a Delaware limited liability company (the “General Partner”) and «First» «Last» (“Holder”).
