FIRST AMENDMENT
TO THE
SIXTH AMENDED AND
RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
CRESTWOOD EQUITY
PARTNERS LP
This First Amendment (this Amendment) to the Sixth Amended and Restated Agreement of Limited
Partnership of Crestwood Equity Partners LP, a Delaware limited partnership (the Partnership), dated as of August 20, 2021, (the Partnership Agreement), is entered into effective as of
, 2023, at the direction of Crestwood Equity GP LLC, as the Managing General Partner of the Partnership (the Managing General Partner), pursuant to authority granted to it in Section 13 of the
Partnership Agreement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Partnership Agreement.
RECITALS
WHEREAS,
Section 5.8 of the Partnership Agreement sets forth the rights, powers, privileges, preferences, duties and obligations of the Preferred Units;
WHEREAS, on August 16, 2023, the Partnership entered into an Agreement and Plan of Merger with Energy Transfer LP (Energy
Transfer), Pachyderm Merger Sub LLC, a wholly owned subsidiary of Energy Transfer (Merger Sub), and, solely for the purposes of Sections 2.1(a), 2.1(b), 2.1(c) and 5.21 thereof, LE GP, LLC, pursuant to which the
Partnership will merge with and into Merger Sub (the Merger), with Merger Sub surviving the merger as a direct wholly owned subsidiary of Energy Transfer;
WHEREAS, in connection with the Merger, the Partnership and the Managing General Partner desire to amend Section 5.8 of the
Partnership Agreement as set forth herein;
WHEREAS, pursuant to Section 5.8(d)(ii)(A) of the Partnership Agreement, the
affirmative vote of a Super-Majority Interest, voting separately as a class with one vote per Preferred Unit, shall be necessary to amend the Partnership Agreement in any manner that alters or changes the rights, powers, privileges or preferences or
duties and obligations of the Preferred Units in any material respect; and
WHEREAS, the Partnership and the Managing General
Partner conducted a consent solicitation pursuant to which such affirmative vote was obtained.
NOW, THEREFORE, in consideration of
the covenants, conditions and agreements contained herein, the Managing General Partner does hereby agree as follows:
A.
Amendments.
Section 1.1 is hereby amended to add the following definition:
Energy Transfer Merger means the transactions contemplated by the Agreement and Plan of Merger, dated as of August 16, 2023, by and among Energy Transfer LP, Pachyderm Merger Sub LLC, solely for the purposes of
Sections 2.1(a), 2.1(b), 2.1(c) and 5.21 thereof, LE GP, LLC, and the Partnership.
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