THIRD AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
CRESTWOOD NIOBRARA LLC
This First Amendment (this Amendment) to the Third Amended and Restated Limited Liability Company Agreement of Crestwood Niobrara LLC, a Delaware limited liability company (the Company), dated as of April 9, 2019 (the LLC Agreement), is entered into effective as of August 20, 2021 by and between CN Jackalope Holdings, LLC, a Delaware limited liability company (the Holdings Member) and Crestwood Midstream Partners LP, a Delaware limited partnership (the Crestwood Member).
WHEREAS, the Holdings Member and Crestwood Member desire to amend the LLC Agreement as set forth herein; and
WHEREAS, pursuant to Section 11.04 of the LLC Agreement, the LLC Agreement may be amended or modified from time to time only by written instrument executed by each of the Holdings Member and Crestwood Member.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Holdings Member and Crestwood Member hereby agree as follows:
Section 1.01 of the LLC Agreement is hereby amended so that the definitions of Company Change of Control, Crestwood Change of Control, and Permitted Utilization Agreement in Section 1.01 of the LLC Agreement are amended and restated and replaced in their entirety with the following:
Company Change of Control means any event or transaction, or series of related events or transactions, the result of which is that neither Crestwood Midstream Partners LP nor the Holdings Member (or any investor therein) is, or directly or indirectly Controls, the Managing Member; provided, that any event or transaction, or series of related events or transactions, that constitute a Crestwood Change of Control shall not be considered a Company Change of Control.
Crestwood Change of Control means the occurrence of any of the following: (a) any circumstance after which (I) any of the general partnership interests in CEQP are not directly or indirectly owned by CEQP or a Person who, disregarding the ownership of any general partnership interests in CEQP, is an Affiliate of CEQP, (II) Control of the general partner of CEQP is not held by CEQP or, disregarding such Control of the general partner, a Person who is an Affiliate of CEQP, or (III) any Person acquires, directly or indirectly, either (A) 50% or more of the outstanding equity interests in CEQP or (B) the ability to appoint a majority of the board of directors (or similar managing body) of CEQP or its general partner, (b) any circumstance pursuant to which the CEQP Units are no longer listed or admitted to trading on a National Securities Exchange, (c) any direct or indirect sale, lease, transfer, conveyance or other disposition, in one or more series of related transactions, of all or substantially all of the properties and assets of CEQP to a Person other than any of its Affiliates, or (d) any dissolution or liquidation of CEQP (other than in connection with a bankruptcy proceeding or a statutory winding up).