FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This First Amendment to Registration Rights Agreement (this Amendment) is made and entered into as of April 9, 2019 by and among Crestwood Equity Partners LP, a Delaware limited partnership (Crestwood), and CN Jackalope Holdings, LLC, a Delaware limited liability company (Holdings). Each of Crestwood and Holdings may be referred to as a Party and collectively, as the Parties.
Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in that certain Registration Rights Agreement, dated as of December 28, 2017 (the Registration Rights Agreement), by and among Crestwood and Holdings.
WHEREAS, the Parties previously entered into the Registration Rights Agreement on December 28, 2017;
WHEREAS, this Agreement is made in connection with the entry into the Third Amended and Restated Limited Liability Company Agreement of Crestwood Niobrara LLC by and between Holdings, Crestwood Midstream Partners LP, and solely for the purposes of the provisions set forth therein, Crestwood (the Company Agreement).
WHEREAS, in connection with the entry into the Company Agreement, Crestwood Niobrara LLC has issued 235,000,000 Series A-3 Preferred Units to Holdings;
WHEREAS, Crestwood has agreed to provide registration and other rights set forth in the Registration Rights Agreement and this Amendment for the benefit of Holdings pursuant to the Company Agreement;
WHEREAS, the parties desire to amend the Registration Rights Agreement to conform with certain provisions of the Company Agreement and the issuance of Series A-3 Preferred Units to Holdings;
WHEREAS, Section 3.12 of the Registration Rights Agreement provides that such agreement may be amended by means of a written amendment signed by Crestwood and the Holders of a majority of the then-outstanding Registrable Securities (or the Holdings Member, to the extent that no Registrable Securities have been issued).
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree as follows:
Section 1. Amendments to Registration Rights Agreement
(a) Definitions. The following definitions are hereby amended and restated in their entirety in Section 1.01 of the Registration Rights Agreement:
Company Agreement means the Third Amended and Restated Limited Liability Company Agreement of Crestwood Niobrara LLC by and between Holdings, Crestwood Midstream Partners LP, and solely for the purposes of the provisions set forth therein, Crestwood.