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

(Registrant’s 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
Number

  

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.

 

3


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
Number

  

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.

 

1


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.

[NEXT PAGE IS SIGNATURE PAGE]

 

2


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.

 

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. 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]

 

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