UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
March 7, 2016 (March 4, 2016)
Date of Report (Date of earliest event reported)
CRESTWOOD MIDSTREAM PARTNERS LP
(Exact name of Registrant as specified in its charter)
Delaware | 001-35377 | 20-1647837 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
700 Louisiana Street, Suite 2550
Houston, Texas 77002
(Address of principal executive offices)
(832) 519-2200
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
2020 Notes Supplemental Indenture
On March 4, 2016, Crestwood Midstream Partners LP (the Partnership ) and Crestwood Midstream Finance Corp. (collectively with the Partnership, the Issuers ) entered into that certain Fifth Supplemental Indenture (the 2020 Notes Supplemental Indenture ) among the Issuers, the guarantors party thereto (the Existing Guarantors ), Crestwood Operations LLC, Crestwood Sales & Services Inc., Crestwood Services LLC, Crestwood Transportation LLC, Crestwood West Coast LLC and Stellar Propane Service, LLC (collectively, the New Guarantors ) and U.S. Bank National Association, as trustee.
Pursuant to the 2020 Notes Supplemental Indenture, the New Guarantors have unconditionally guaranteed all of the Issuers obligations under the Indenture, dated as of December 7, 2012, providing for the issuance of the Issuers $500 million in aggregate principal amount of 6.0% Senior Notes due 2020, as supplemented by the First Supplemental Indenture thereto, dated as of January 18, 2013, the Second Supplemental Indenture thereto, dated as of May 22, 2013, the Third Supplemental Indenture thereto, dated as of October 7, 2013 and the Fourth Supplemental Indenture thereto, dated as of November 8, 2013.
The description of the 2020 Notes Supplemental Indenture above does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2020 Notes Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
2022 Notes Supplemental Indenture
On March 4, 2016, the Partnership entered into that certain First Supplemental Indenture (the 2022 Notes Supplemental Indenture ) among the Issuers, the Existing Guarantors, the New Guarantors and U.S. Bank National Association, as trustee.
Pursuant to the 2022 Notes Supplemental Indenture, the New Guarantors have unconditionally guaranteed all of the Issuers obligations under the Indenture, dated as of December 7, 2012, providing for the issuance of the Issuers $600 million in aggregate principal amount of 6.125% Senior Notes due 2022.
The description of the 2022 Notes Supplemental Indenture above does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2022 Notes Supplemental Indenture, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.
2023 Notes Supplemental Indenture
On March 4, 2016, the Partnership entered into that certain First Supplemental Indenture, dated as of March 4, 2016 (the 2023 Notes Supplemental Indenture ), among the Issuers, the Existing Guarantors, the New Guarantors and U.S. Bank National Association, as trustee.
Pursuant to the 2023 Notes Supplemental Indenture, the New Guarantors have unconditionally guaranteed all of the Issuers obligations under the Indenture, dated as of March 23, 2015, providing for the issuance of the Issuers $700 million in aggregate principal amount of 6.25% Senior Notes due 2023.
The description of the 2023 Notes Supplemental Indenture above does not purport to be complete and is qualified in its entirety by reference to the complete text of the 2023 Notes Supplemental Indenture, a copy of which is filed as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
2
Exhibit
|
Description |
|
4.1 | Fifth Supplemental Indenture, dated as of March 4, 2016, among Crestwood Midstream Partners LP, Crestwood Midstream Finance Corp., the Guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of December 7, 2012, relating to the 6.0% Senior Notes due 2020. | |
4.2 | First Supplemental Indenture, dated as of March 4, 2016, among Crestwood Midstream Partners LP, Crestwood Midstream Finance Corp., the Guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of November 8, 2013, relating to the 6.125% Senior Notes due 2022. | |
4.3 | First Supplemental Indenture, dated as of March 4, 2016, among Crestwood Midstream Partners LP, Crestwood Midstream Finance Corp., the Guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of March 23, 2015, relating to the 6.25% Senior Notes due 2023. |
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 7, 2016
CRESTWOOD MIDSTREAM PARTNERS LP | ||
By: | Crestwood Midstream GP LLC, its General Partner |
By: | /s/ Robert T. Halpin | |
Robert T. Halpin | ||
Senior Vice President and Chief Financial Officer |
4
Exhibit
|
Description |
|
4.1 | Fifth Supplemental Indenture, dated as of March 4, 2016, among Crestwood Midstream Partners LP, Crestwood Midstream Finance Corp., the Guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of December 7, 2012, relating to the 6.0% Senior Notes due 2020. | |
4.2 | First Supplemental Indenture, dated as of March 4, 2016, among Crestwood Midstream Partners LP, Crestwood Midstream Finance Corp., the Guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of November 8, 2013, relating to the 6.125% Senior Notes due 2022. | |
4.3 | First Supplemental Indenture , dated as of March 4, 2016, among Crestwood Midstream Partners LP, Crestwood Midstream Finance Corp., the Guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of March 23, 2015, relating to the 6.25% Senior Notes due 2023. |
5
Exhibit 4.1
CRESTWOOD MIDSTREAM PARTNERS LP,
CRESTWOOD MIDSTREAM FINANCE CORP.,
THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF,
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
FIFTH SUPPLEMENTAL INDENTURE
Dated as of March 4, 2016
to
Indenture
dated as of December 7, 2012
6.0% Senior Notes due 2020
This FIFTH SUPPLEMENTAL INDENTURE, dated as of March 4, 2016 is among Crestwood Midstream Partners LP, a Delaware limited partnership (the Company ), Crestwood Midstream Finance Corp., a Delaware corporation ( Finance Corp. and, together with the Company, the Issuers ), each of the parties identified under the caption Guarantors on the signature page hereto (the Guarantors ) and U.S. Bank National Association, a national banking association, as Trustee.
RECITALS
WHEREAS, the Issuers, the initial Guarantors and the Trustee entered into an Indenture, dated as of December 7, 2012 (the Original Indenture ), pursuant to which the Issuers have issued $500 million in principal amount of 6.0% Senior Notes due 2020 (the Notes ) as supplemented by the First Supplemental Indenture, dated as of January 18, 2013, the Second Supplemental Indenture, dated as of May 22, 2013, the Third Supplemental Indenture, dated as of October 7, 2013 and the Fourth Supplemental Indenture, dated as of November 8, 2013 (the Original Indenture, as so amended and supplemented, the Indenture ); and
WHEREAS, Section 9.01(g) of the Original Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the Original Indenture in order to comply with Section 4.13 or 10.03 thereof, without the consent of the Holders of the Notes; and
WHEREAS, Section 4.13 of the Original Indenture provides that under the circumstances set forth therein, the New Guarantors shall execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall unconditionally guarantee all of the Issuers Obligations under the Indenture and the Notes on the terms and conditions set forth herein; and
WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Issuers, of the Guarantors and of the Trustee necessary to make this Fifth Supplemental Indenture a valid instrument legally binding on the Issuers, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed; and
NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:
ARTICLE 1
Section 1.01 This Fifth Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.
Section 1.02 This Fifth Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors and the Trustee.
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ARTICLE 2
From this date, in accordance with Section 4.13 of the Original Indenture and by executing this Fifth Supplemental Indenture, the Guarantors whose signatures appear below are subject to the provisions of the Indenture to the extent provided for in Article 10 thereunder.
ARTICLE 3
Section 3.01 Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed ( mutatis mutandis ) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.
Section 3.02 Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Fifth Supplemental Indenture. This Fifth Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Original Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.
Section 3.03 THIS FIFTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE WITH , THE LAWS OF THE STATE OF NEW YORK.
Section 3.04 The parties may sign any number of copies of this Fifth Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed, all as of the date first written above.
CRESTWOOD MIDSTREAM PARTNERS LP | ||
BY: CRESTWOOD MIDSTREAM GP LLC, its General Partner | ||
By: |
/s/ Robert T. Halpin |
|
Name: | Robert T. Halpin | |
Title: | Senior Vice President and Chief Financial Officer | |
CRESTWOOD MIDSTREAM FINANCE CORP. | ||
By: |
/s/ Robert T. Halpin |
|
Name: | Robert T. Halpin | |
Title: | Senior Vice President and Chief Financial Officer | |
EXISTING GUARANTORS | ||
ARLINGTON STORAGE COMPANY, LLC | ||
ARROW FIELD SERVICES, LLC | ||
ARROW MIDSTREAM HOLDINGS, LLC | ||
ARROW PIPELINE, LLC | ||
ARROW WATER, LLC | ||
STAGECOACH PIPELINE & STORAGE COMPANY LLC | ||
CMLP TRES MANAGER LLC | ||
CMLP TRES OPERATOR LLC | ||
By: |
/s/ Robert T. Halpin |
|
Name: | Robert T. Halpin | |
Title: | Senior Vice President and Chief Financial Officer | |
COWTOWN GAS PROCESSING PARTNERS L.P. | ||
By: | Crestwood Gas Services Operating GP LLC, | |
its general partner | ||
COWTOWN PIPELINE PARTNERS L.P. | ||
By: | Crestwood Gas Services Operating GP LLC, its general partner |
Signature Page to Fifth Supplemental Indenture
By: |
/s/ Robert T. Halpin |
|
Name: | Robert T. Halpin | |
Title: | Senior Vice President and Chief Financial Officer | |
CRESTWOOD APPALACHIA PIPELINE LLC | ||
CRESTWOOD ARKANSAS PIPELINE LLC | ||
CRESTWOOD CRUDE LOGISTICS LLC | ||
CRESTWOOD CRUDE SERVICES LLC | ||
CRESTWOOD CRUDE TERMINALS LLC | ||
CRESTWOOD CRUDE TRANSPORTATION LLC | ||
CRESTWOOD DAKOTA PIPELINES LLC | ||
CRESTWOOD GAS MARKETING LLC | ||
CRESTWOOD GAS SERVICES OPERATING GP LLC | ||
CRESTWOOD GAS SERVICES OPERATING LLC | ||
CRESTWOOD MARCELLUS MIDSTREAM LLC | ||
CRESTWOOD MARCELLUS PIPELINE LLC | ||
CRESTWOOD MIDSTREAM OPERATIONS LLC | ||
CRESTWOOD NEW MEXICO PIPELINE LLC | ||
CRESTWOOD OHIO MIDSTREAM PIPELINE LLC | ||
CRESTWOOD PANHANDLE PIPELINE LLC | ||
CRESTWOOD PIPELINE EAST LLC | ||
CRESTWOOD PIPELINE LLC | ||
CRESTWOOD SABINE PIPELINE LLC | ||
CRESTWOOD STORAGE INC. | ||
E. MARCELLUS ASSET COMPANY, LLC | ||
FINGER LAKES LPG STORAGE, LLC | ||
SABINE TREATING, LLC | ||
US SALT, LLC | ||
By: |
/s/ Robert T. Halpin |
|
Name: | Robert T. Halpin | |
Title: | Senior Vice President and Chief Financial Officer | |
NEW GUARANTORS | ||
CRESTWOOD OPERATIONS LLC | ||
CRESTWOOD SERVICES LLC |
Signature Page to Fifth Supplemental Indenture
CRESTWOOD WEST COAST LLC | ||
CRESTWOOD SALES & SERVICES INC. | ||
CRESTWOOD TRANSPORTATION LLC | ||
STELLAR PROPANE SERVICE, LLC | ||
By: |
/s/ Robert T. Halpin |
|
Name: | Robert T. Halpin | |
Title: | Senior Vice President and Chief Financial Officer | |
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE | ||
By: |
/s/ Raymond S. Haverstock |
|
Name: | Raymond S. Haverstock | |
Title: | Vice President |
Signature Page to Fifth Supplemental Indenture
Exhibit 4.2
CRESTWOOD MIDSTREAM PARTNERS LP,
CRESTWOOD MIDSTREAM FINANCE CORP.,
THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF,
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of March 4, 2016
to
Indenture
dated as of November 8, 2013
6.125% Senior Notes due 2022
This FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture ), dated as of March 4, 2016, among Crestwood Operations LLC, a Delaware limited liability company, Crestwood Services LLC, a Delaware limited liability company, Crestwood West Coast LLC, a Delaware limited liability company, Crestwood Sales & Services Inc., a Delaware limited liability company, Crestwood Transportation LLC, a Delaware limited liability company and Stellar Propane Service, LLC a Delaware limited liability company (the New Guarantors ), each of which is a Domestic Subsidiary of Crestwood Midstream Partners LP, a Delaware limited partnership (the Company ), and Crestwood Midstream Finance Corporation, a Delaware corporation (the Co-Issuer and, together, with the Company, the Issuers ), each other existing Guarantor under the Indenture referred to below and U.S. Bank National Association, as trustee under the Indenture referred to below (the Trustee ).
WITNESSETH
WHEREAS, the Issuers and the existing Guarantors have heretofore executed and delivered to the Trustee an indenture (as amended, or supplemented, the Indenture ), dated as of November 8, 2013, providing for the issuance of the Issuers 6.125% Senior Notes due 2022 (the Notes );
WHEREAS, Section 4.15 of the Indenture provides that under the circumstances set forth therein, the New Guarantors shall execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall unconditionally guarantee all of the Issuers Obligations under the Indenture and the Notes on the terms and conditions set forth herein (the Note Guarantee ); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Issuers and the existing Guarantors are authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Issuers, the other Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1. DEFINED TERMS. Defined terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The New Guarantors hereby unconditionally Guarantees, jointly and severally with all existing Guarantors (if any), on the terms and subject to the conditions set forth in Article 10 of the Indenture and agrees to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.
3. NO RECOURSE AGAINST OTHERS. No past, present or future director, manager, officer, employee, incorporator, stockholder, member or partner of either of the Issuers, any parent entity of the Company or any Subsidiary of the Company, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
1
4. NOTICES. All notices or other communications to the New Guarantors shall be given as provided in Section 12.02 of the Indenture.
5. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
6. GOVERNING LAW. THE INDENTURE, THIS SUPPLEMENTAL INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
7. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile of PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
8. EFFECT OF HEADINGS. The Section headings of this Supplemental Indenture have been inserted for convenience of reference only and are not to be considered part of this Supplemental Indenture or the Indenture and will in no way modify or restrict any of the terms or provisions hereof or thereof.
9. SEVERABILITY. In case any provision in this Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
10. TRUSTEE MAKES NO REPRESENTATION. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and not those of the Trustee, and the Trustee assumes no responsibility for their correctness.
[NEXT PAGE IS SIGNATURE PAGE]
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
CRESTWOOD OPERATIONS LLC | ||
CRESTWOOD SERVICES LLC | ||
CRESTWOOD WEST COAST LLC | ||
CRESTWOOD SALES & SERVICES INC. | ||
CRESTWOOD TRANSPORTATION LLC | ||
STELLAR PROPANE SERVICE, LLC | ||
By: |
/s/ Robert T. Halpin |
|
Name: | Robert T. Halpin | |
Title: | Senior Vice President and Chief Financial Officer | |
CRESTWOOD MIDSTREAM PARTNERS LP | ||
By: |
Crestwood Midstream GP LLC, its general partner |
|
By: |
/s/ Robert T. Halpin |
|
Name: | Robert T. Halpin | |
Title: | Senior Vice President and Chief Financial Officer | |
CRESTWOOD MIDSTREAM FINANCE CORP. | ||
By: |
/s/ Robert T. Halpin |
|
Name: | Robert T. Halpin | |
Title: | Senior Vice President and Chief Financial Officer | |
ARLINGTON STORAGE COMPANY, LLC | ||
ARROW FIELD SERVICES, LLC | ||
ARROW MIDSTREAM HOLDINGS, LLC | ||
ARROW PIPELINE, LLC | ||
ARROW WATER, LLC | ||
STAGECOACH PIPELINE & STORAGE COMPANY LLC | ||
CMLP TRES MANAGER LLC |
Signature Page to First Supplemental Indenture
CMLP TRES OPERATOR LLC | ||
By: |
/s/ Robert T. Halpin |
|
Name: | Robert T. Halpin | |
Title: | Senior Vice President and Chief Financial Officer | |
COWTOWN GAS PROCESSING PARTNERS L.P. | ||
By: | Crestwood Gas Services Operating GP LLC, its general partner | |
COWTOWN PIPELINE PARTNERS L.P. | ||
By: | Crestwood Gas Services Operating GP LLC, its general partner | |
By: |
/s/ Robert T. Halpin |
|
Name: | Robert T. Halpin | |
Title: | Senior Vice President and Chief Financial Officer | |
CRESTWOOD APPALACHIA PIPELINE LLC | ||
CRESTWOOD ARKANSAS PIPELINE LLC | ||
CRESTWOOD CRUDE LOGISTICS LLC | ||
CRESTWOOD CRUDE SERVICES LLC | ||
CRESTWOOD CRUDE TERMINALS LLC | ||
CRESTWOOD CRUDE TRANSPORTATION LLC | ||
CRESTWOOD DAKOTA PIPELINES LLC | ||
CRESTWOOD GAS MARKETING LLC | ||
CRESTWOOD GAS SERVICES OPERATING GP LLC | ||
CRESTWOOD GAS SERVICES OPERATING LLC | ||
CRESTWOOD MARCELLUS MIDSTREAM LLC | ||
CRESTWOOD MARCELLUS PIPELINE LLC | ||
CRESTWOOD MIDSTREAM OPERATIONS LLC | ||
CRESTWOOD NEW MEXICO PIPELINE LLC | ||
CRESTWOOD OHIO MIDSTREAM PIPELINE LLC | ||
CRESTWOOD PANHANDLE PIPELINE LLC | ||
CRESTWOOD PIPELINE EAST LLC |
Signature Page to First Supplemental Indenture
CRESTWOOD PIPELINE LLC | ||
CRESTWOOD SABINE PIPELINE LLC | ||
CRESTWOOD STORAGE INC. | ||
E. MARCELLUS ASSET COMPANY, LLC | ||
FINGER LAKES LPG STORAGE, LLC | ||
SABINE TREATING, LLC | ||
US SALT, LLC | ||
By: |
/s/ Robert T. Halpin |
|
Name: | Robert T. Halpin | |
Title: | Senior Vice President and Chief Financial Officer | |
U.S. BANK NATIONAL ASSOCIATION , as Trustee | ||
By: |
/s/ Raymond S. Haverstock |
|
Authorized Signatory |
Signature Page to First Supplemental Indenture
Exhibit 4.3
CRESTWOOD MIDSTREAM PARTNERS LP,
CRESTWOOD MIDSTREAM FINANCE CORP.,
THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF,
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of March 4, 2016
to
Indenture
dated as of March 23, 2015
6.25% Senior Notes due 2023
This FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture ), dated as of March 4, 2016, among Crestwood Operations LLC, a Delaware limited liability company, Crestwood Services LLC, a Delaware limited liability company, Crestwood West Coast LLC, a Delaware limited liability company, Crestwood Sales & Services Inc., a Delaware limited liability company, Crestwood Transportation LLC, a Delaware limited liability company and Stellar Propane Service, LLC a Delaware limited liability company (the New Guarantors ), each of which is a Domestic Subsidiary of Crestwood Midstream Partners LP, a Delaware limited partnership (the Company ), and Crestwood Midstream Finance Corporation, a Delaware corporation (the Co-Issuer and, together, with the Company, the Issuers ), each other existing Guarantor under the Indenture referred to below and U.S. Bank National Association, as trustee under the Indenture referred to below (the Trustee ).
WITNESSETH
WHEREAS, the Issuers and the existing Guarantors have heretofore executed and delivered to the Trustee an indenture (as amended or supplemented, the Indenture ), dated as of March 23, 2015, providing for the issuance of the Issuers 6.25% Senior Notes due 2023 (the Notes );
WHEREAS, Section 4.15 of the Indenture provides that under the circumstances set forth therein, the New Guarantors shall execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantors shall unconditionally guarantee all of the Issuers Obligations under the Indenture and the Notes on the terms and conditions set forth herein (the Note Guarantee ); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Issuers and the existing Guarantors are authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Issuers, the other Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1. DEFINED TERMS. Defined terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The New Guarantors hereby unconditionally Guarantees, jointly and severally with all existing Guarantors (if any), on the terms and subject to the conditions set forth in Article 10 of the Indenture and agrees to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.
3. NO RECOURSE AGAINST OTHERS. No past, present or future director, manager, officer, employee, incorporator, stockholder, member or partner of either of the Issuers, any parent entity of the Company or any Subsidiary of the Company, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
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4. NOTICES. All notices or other communications to the New Guarantors shall be given as provided in Section 12.02 of the Indenture.
5. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
6. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
7. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
8. EFFECT OF HEADINGS. The Section headings of this Supplemental Indenture have been inserted for convenience of reference only and are not to be considered part of this Supplemental Indenture or the Indenture and will in no way modify or restrict any of the terms or provisions hereof or thereof.
9. SEVERABILITY. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
10. TRUSTEE MAKES NO REPRESENTATION. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of the Issuers and the Guarantors and not those of the Trustee, and the Trustee assumes no responsibility for their correctness.
[NEXT PAGE IS SIGNATURE PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
CRESTWOOD OPERATIONS LLC | ||
CRESTWOOD SERVICES LLC | ||
CRESTWOOD WEST COAST LLC | ||
CRESTWOOD SALES & SERVICES INC. | ||
CRESTWOOD TRANSPORTATION LLC | ||
STELLAR PROPANE SERVICE, LLC | ||
By: |
/s/ Robert T. Halpin |
|
Name: | Robert T. Halpin | |
Title: | Senior Vice President and Chief Financial Officer | |
CRESTWOOD MIDSTREAM PARTNERS LP | ||
By: |
Crestwood Midstream GP LLC, its general partner |
|
By: |
/s/ Robert T. Halpin |
|
Name: | Robert T. Halpin | |
Title: | Senior Vice President and Chief Financial Officer | |
CRESTWOOD MIDSTREAM FINANCE CORP. | ||
By: |
/s/ Robert T. Halpin |
|
Name: | Robert T. Halpin | |
Title: | Senior Vice President and Chief Financial Officer | |
ARLINGTON STORAGE COMPANY, LLC | ||
ARROW FIELD SERVICES, LLC | ||
ARROW MIDSTREAM HOLDINGS, LLC | ||
ARROW PIPELINE, LLC | ||
ARROW WATER, LLC | ||
STAGECOACH PIPELINE & STORAGE COMPANY LLC | ||
CMLP TRES MANAGER LLC |
Signature Page to First Supplemental Indenture
CMLP TRES OPERATOR LLC | ||
By: |
/s/ Robert T. Halpin |
|
Name: | Robert T. Halpin | |
Title: | Senior Vice President and Chief Financial Officer | |
COWTOWN GAS PROCESSING PARTNERS L.P. | ||
By: | Crestwood Gas Services Operating GP LLC, its general partner | |
COWTOWN PIPELINE PARTNERS L.P. | ||
By: | Crestwood Gas Services Operating GP LLC, its general partner | |
By: |
/s/ Robert T. Halpin |
|
Name: | Robert T. Halpin | |
Title: | Senior Vice President and Chief Financial Officer | |
CRESTWOOD APPALACHIA PIPELINE LLC | ||
CRESTWOOD ARKANSAS PIPELINE LLC | ||
CRESTWOOD CRUDE LOGISTICS LLC | ||
CRESTWOOD CRUDE SERVICES LLC | ||
CRESTWOOD CRUDE TERMINALS LLC | ||
CRESTWOOD CRUDE TRANSPORTATION LLC | ||
CRESTWOOD DAKOTA PIPELINES LLC | ||
CRESTWOOD GAS MARKETING LLC | ||
CRESTWOOD GAS SERVICES OPERATING GP LLC | ||
CRESTWOOD GAS SERVICES OPERATING LLC | ||
CRESTWOOD MARCELLUS MIDSTREAM LLC | ||
CRESTWOOD MARCELLUS PIPELINE LLC | ||
CRESTWOOD MIDSTREAM OPERATIONS LLC | ||
CRESTWOOD NEW MEXICO PIPELINE LLC | ||
CRESTWOOD OHIO MIDSTREAM PIPELINE LLC | ||
CRESTWOOD PANHANDLE PIPELINE LLC | ||
CRESTWOOD PIPELINE EAST LLC |
Signature Page to First Supplemental Indenture
CRESTWOOD PIPELINE LLC | ||
CRESTWOOD SABINE PIPELINE LLC | ||
CRESTWOOD STORAGE INC. | ||
E. MARCELLUS ASSET COMPANY, LLC | ||
FINGER LAKES LPG STORAGE, LLC | ||
SABINE TREATING, LLC | ||
US SALT, LLC | ||
By: |
/s/ Robert T. Halpin |
|
Name: | Robert T. Halpin | |
Title: | Senior Vice President and Chief Financial Officer | |
U.S. BANK NATIONAL ASSOCIATION , as Trustee | ||
By: |
/s/ Raymond S. Haverstock |
|
Authorized Signatory |
Signature Page to First Supplemental Indenture