THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
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 Xxxxx 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 Xxxxx 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/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
|
By: CRESTWOOD EQUITY GP LLC, its General Partner | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| Subsidiary Guarantors: | ||
| CMLP TRES MANAGER LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| CMLP TRES OPERATOR LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| ARROW MIDSTREAM HOLDINGS, LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
| ARROW PIPELINE, LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| ARROW FIELD SERVICES, LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| ARROW WATER, LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| CRESTWOOD CRUDE SERVICES LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| CRESTWOOD MIDSTREAM OPERATIONS LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| FINGER LAKES LPG STORAGE, LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| CRESTWOOD CRUDE LOGISTICS LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| CRESTWOOD CRUDE TERMINALS LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
| CRESTWOOD DAKOTA PIPELINES LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| CRESTWOOD CRUDE TRANSPORTATION LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| CRESTWOOD OHIO MIDSTREAM PIPELINE LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| CRESTWOOD PIPELINE LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| CRESTWOOD PANHANDLE PIPELINE LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| CRESTWOOD ARKANSAS PIPELINE LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| CRESTWOOD APPALACHIA PIPELINE LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
| CRESTWOOD MARCELLUS PIPELINE LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| CRESTWOOD MARCELLUS MIDSTREAM LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| X. XXXXXXXXX ASSET COMPANY, LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| CRESTWOOD GAS SERVICES OPERATING LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| CRESTWOOD GAS SERVICES OPERATING GP LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| COWTOWN GAS PROCESSING PARTNERS L.P.
By: CRESTWOOD GAS SERVICES OPERATING GP LLC, its General Partner | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| 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/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| CRESTWOOD MIDSTREAM FINANCE CORP. | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| CRESTWOOD OPERATIONS LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| CRESTWOOD SERVICES LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| CRESTWOOD SALES & SERVICE INC. | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| STELLAR PROPANE SERVICE, LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| CRESTWOOD TRANSPORTATION, LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
| ARROW WATER SERVICES LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
| CRESTWOOD ENERGY SERVICES LLC | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: EVP & CPO | ||
Signature Page to Third Amendment
Crestwood Midstream Partners XX
| XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Lender | ||
| By | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Director | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
| BANK OF AMERICA, N.A., as Lender | ||
| By | /s/ Xxxxxx X. XxXxxxx | |
| Name: Xxxxxx X. XxXxxxx | ||
| Title: Managing Director | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
| BARCLAYS BANK PLC, as Lender | ||
| By | /s/ Xxxxxx X. Xxxxxx | |
| Name: Xxxxxx X. Xxxxxx | ||
| Title: Director | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
| CITIBANK, N.A., as Lender | ||
| By | /s/ Xxxx Xxxxx | |
| Name: Xxxx Xxxxx | ||
| Title: Vice President | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
| JPMorgan Chase Bank, N.A., as Lender | ||
| By | /s/ Xxxxxxx X. Xxxxxx | |
| Name: Xxxxxxx X. Xxxxxx | ||
| Title: Authorized Officer | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
| Royal Bank of Canada, as Lender | ||
| By | /s/ Xxxxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx | ||
| Title: Authorized Signatory | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
| TRUIST BANK, as Lender | ||
| By | /s/ Xxxxxxxx Xxxxxxx | |
| Name: Xxxxxxxx Xxxxxxx | ||
| Title: Vice President | ||
Signature Page to Third Amendment
Crestwood Midstream Partners XX
| Xxxxxx Xxxxxxx Bank, N.A., as Lender | ||
| By | /s/ Xxx Xxx | |
| Name: Xxx Xxx | ||
| Title: Authorized Signatory | ||
Signature Page to Third Amendment
Crestwood Midstream Partners XX
| Xxxxxx Xxxxxxx Senior Funding, Inc., as Lender | ||
| By | /s/ Xxx Xxx | |
| Name: Xxx Xxx | ||
| Title: Vice President | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
| ABN AMRO CAPITAL USA LLC, as Lender | ||
| By | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Managing Director | ||
| By | /s/ Xxxx Xxxxxxxx | |
| Name: Xxxx Xxxxxxxx | ||
| Title: Executive Director | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
| CAPITAL ONE, NATIONAL ASSOCIATION, as Lender | ||
| By | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Senior Director | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
| COMERICA BANK, as Lender | ||
| By | /s/ Xxxxxx Xxxx | |
| Name: Xxxxxx Xxxx | ||
| Title: Vice President | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
| BBVA USA, as Lender | ||
| By | /s/ Xxxx X. Xxxx | |
| Name: Xxxx X. Xxxx | ||
| Title: Senior Vice President | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
| Citizens Bank, N.A., as Lender | ||
| By | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Managing Director | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
| REGIONS BANK, as Lender | ||
| By | /s/ Xxxxx Xxxxxxxxx | |
| Name: Xxxxx Xxxxxxxxx | ||
| Title: Managing Director | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
| MUFG Bank, Ltd., as Lender | ||
| By | /s/ Xxxxxxx X. Xxxxxx | |
| Name: Xxxxxxx X. Xxxxxx | ||
| Title: Authorized Signatory | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
| U.S. Bank National Association, as Lender | ||
| By | /s/ Xxxx X. Xxxxxx | |
| Name: Xxxx X. Xxxxxx | ||
| Title: Senior Vice President | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
| THE BANK OF NOVA SCOTIA, HOUSTON BRANCH, as Lender | ||
| By | /s/ Xxx Xxxxxxxx | |
| Name: Xxx Xxxxxxxx | ||
| Title: Managing Director | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
| The Toronto-Dominion Bank, New York Branch, as Lender | ||
| By | /s/ Xxxxx XxxXxxxxxx | |
| Name: Xxxxx XxxXxxxxxx | ||
| Title: Authorized Signatory | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
| Bank of Midwest, a division of fNBH Bank, as Lender | ||
| By | /s/ Xxxxx X. Xxxxxxxx | |
| Name: Xxxxx X. Xxxxxxxx | ||
| Title: Managing Director | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
| CIT Bank, N.A., as Lender | ||
| By | /s/ Xxxx X. Xxxxxx | |
| Name: Xxxx X. Xxxxxx | ||
| Title: Managing Director | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
| The Huntington National Bank, as Lender | ||
| By | /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Vice President | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
| Enterprise Bank & Trust, as Lender | ||
| By | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Vice President | ||
Signature Page to Third Amendment
Crestwood Midstream Partners LP
