THIRD SUPPLEMENTAL INDENTURE
Exhibit 4.4
Execution Version
THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) to the Indenture (as defined below), dated as of February 13, 2023, by and among Crestwood Permian Basin Holdings LLC, a Delaware limited liability company (“CPJV”) and indirect wholly owned subsidiary of Crestwood Midstream Partners LP, a Delaware limited partnership (the “Company”), CPB Subsidiary Holdings LLC, a Delaware limited liability company and direct wholly owned subsidiary of CPJV (“CPB Subsidiary”), Crestwood New Mexico Pipeline LLC, a Texas limited liability company and indirect wholly owned subsidiary of CPJV (“Crestwood New Mexico”), CPB Transportation & Marketing LLC, a Delaware limited liability company and indirect wholly owned subsidiary of CPJV (“CPB Transportation”), CPB Operator, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of CPJV, (“CPB Operator”), CPB Water LLC, a Delaware limited liability company and indirect wholly owned subsidiary of CPJV (“CPB Water”), CPB Xxxxxx SWD #1 LLC, a Delaware limited liability company and indirect wholly owned subsidiary of CPJV (“CPB Xxxxxx #1”) and CPB Xxxxxx SWD #2 LLC, a Delaware limited liability company and indirect wholly owned subsidiary of CPJV (“CPB Xxxxxx #2” and, together with CPJV, CPB Subsidiary, Crestwood New Mexico, CPB Transportation, CPB Operator, CPB Water, and CPB Bpwswer #1, the “New Guarantors”), each a Domestic Subsidiary of the Company, the Company, Crestwood Midstream Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together, with the Company, the “Issuers”), each existing Guarantor under the Indenture (as set forth on Schedule A attached hereto, collectively, the “Existing Guarantors”) and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
WHEREAS, the Issuers and the Existing Guarantors have heretofore executed and delivered to the Trustee an indenture (as amended and supplemented to the date hereof, the “Indenture”), dated as of April 15, 2019, providing for the issuance of the Issuers’ 5.625% Senior Notes due 2027 (the “Notes”);
WHEREAS, on July 11, 2022, pursuant to the consummation of the transactions contemplated under the Contribution Agreement, dated as of May 25, 2022, by and between Crestwood Equity Partners LP, a Delaware limited partnership of which the Company is a direct wholly owned subsidiary (“CEQP”), and FR XIII Crestwood Permian Basin Holdings LLC, a Delaware limited liability company (“FR XIII Crestwood”), FR XIII Crestwood contributed to CEQP 50% of the issued and outstanding membership interests in CPJV, CPJV became a wholly owned subsidiary of CEQP and CEQP was admitted as the sole member of CPJV;
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.
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.
2
[Remainder of page left intentionally blank]
3
Dated: February 13, 2023
By: Crestwood Midstream GP LLC, its General Partner
By: /s/ Xxxxxxx X. Post
Name: Xxxxxxx X. Post
Title: Vice President, Associate General Counsel & Corporate Secretary
CRESTWOOD MIDSTREAM FINANCE CORP.
By: /s/ Xxxxxxx X. Post
Name: Xxxxxxx X. Post
Title: Vice President, Associate General Counsel & Corporate Secretary
Signature Page to Crestwood 2027 Supplemental Indenture
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest to U.S. Bank National Association, as Trustee
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
Signature Page to Crestwood 2027 Supplemental Indenture
ARROW MIDSTREAM HOLDINGS, LLC
CMLP TRES MANAGER LLC
CMLP TRES OPERATOR LLC
CRESTWOOD APPALACHIA PIPELINE LLC
CRESTWOOD CRUDE SERVICES LLC
CRESTWOOD ENERGY SERVICES LLC
CRESTWOOD MARCELLUS PIPELINE LLC
CRESTWOOD MIDSTREAM OPERATIONS LLC
CRESTWOOD OPERATIONS LLC
CRESTWOOD PIPELINE LLC
ROUGH RIDER OPERATING LLC
ROUGH RIDER MIDSTREAM SERVICES LLC
CRESTWOOD SENDERO GP LLC
By: Crestwood Midstream Partners LP, its Sole Member
By: Crestwood Midstream GP LLC, its General Partner
By: /s/ Xxxxxxx X. Post
Name: Xxxxxxx X. Post
Title: Vice President, Associate General Counsel & Corporate Secretary
ARROW FIELD SERVICES, LLC
ARROW PIPELINE, LLC
ARROW WATER, LLC
ARROW WATER SERVICES LLC
By: Arrow Midstream Holdings, LLC, its Sole Member
By: /s/ Xxxxxxx X. Post
Name: Xxxxxxx X. Post
Title: Vice President, Associate General Counsel & Corporate Secretary
Signature Page to Crestwood 2027 Supplemental Indenture
CRESTWOOD ARKANSAS PIPELINE LLC
CRESTWOOD PANHANDLE PIPELINE LLC
By: Crestwood Pipeline LLC, its Sole Member
By: /s/ Xxxxxxx X. Post
Name: Xxxxxxx X. Post
Title: Vice President, Associate General Counsel & Corporate Secretary
CRESTWOOD CRUDE LOGISTICS LLC
FINGER LAKES LPG STORAGE, LLC
By: Crestwood Midstream Operations LLC, its Sole Member
By: /s/ Xxxxxxx X. Post
Name: Xxxxxxx X. Post
Title: Vice President, Associate General Counsel & Corporate Secretary
CRESTWOOD CRUDE TERMINALS LLC
CRESTWOOD CRUDE TRANSPORTATION LLC
CRESTWOOD DAKOTA PIPELINES LLC
By: Crestwood Crude Logistics LLC, its Sole Member
By: /s/ Xxxxxxx X. Post
Name: Xxxxxxx X. Post
Title: Vice President, Associate General Counsel & Corporate Secretary
Signature Page to Crestwood 2027 Supplemental Indenture
CRESTWOOD MARCELLUS MIDSTREAM LLC
By: Crestwood Marcellus Pipeline LLC, its Sole Member
By: /s/ Xxxxxxx X. Post
Name: Xxxxxxx X. Post
Title: Vice President, Associate General Counsel & Corporate Secretary
X. XXXXXXXXX ASSET COMPANY, LLC
By: Crestwood Marcellus Midstream LLC, its Sole Member
By: /s/ Xxxxxxx X. Post
Name: Xxxxxxx X. Post
Title: Vice President, Associate General Counsel & Corporate Secretary
CRESTWOOD SALES & SERVICE INC.
By: Crestwood Services LLC, its Sole Shareholder
By: /s/ Xxxxxxx X. Post
Name: Xxxxxxx X. Post
Title: Vice President, Associate General Counsel & Corporate Secretary
CRESTWOOD TRANSPORTATION LLC
STELLAR PROPANE SERVICE, LLC
By: Crestwood Services LLC, its Sole Member
By: /s/ Xxxxxxx X. Post
Name: Xxxxxxx X. Post
Title: Vice President, Associate General Counsel & Corporate Secretary
Signature Page to Crestwood 2027 Supplemental Indenture
CRESTWOOD SERVICES LLC
By: Crestwood Operations LLC, its Sole Member
By: /s/ Xxxxxxx X. Post
Name: Xxxxxxx X. Post
Title: Vice President, Associate General Counsel & Corporate Secretary
BEARTOOTH DEVCO LLC
BIGHORN DEVCO LLC
BOBCAT DEVCO LLC
PANTHER DEVCO LLC
By: Rough Rider Operating LLC, its Managing Member
By: /s/ Xxxxxxx X. Post
Name: Xxxxxxx X. Post
Title: Vice President, Associate General Counsel & Corporate Secretary
Signature Page to Crestwood 2027 Supplemental Indenture
SENDERO MIDSTREAM PARTNERS, LP
By: Crestwood Sendero GP LLC, its General Partner
By: /s/ Xxxxxxx X. Post
Name: Xxxxxxx X. Post
Title: Vice President, Associate General Counsel & Corporate Secretary
SENDERO MIDSTREAM HOLDINGS, LLC
By: Sendero Midstream Partners, LP, its Sole Member
By: Crestwood Sender GP LLC, its General Partner
By: /s/ Xxxxxxx X. Post
Name: Xxxxxxx X. Post
Title: Vice President, Associate General Counsel & Corporate Secretary
SENDERO CARLSBAD MIDSTREAM, LLC
SENDERO CARLSBAD FINANCE, LLC
By: Sendero Midstream Holdings, LLC, its Sole Member
By: /s/ Xxxxxxx X. Post
Name: Xxxxxxx X. Post
Title: Vice President, Associate General Counsel & Corporate Secretary
Signature Page to Crestwood 2027 Supplemental Indenture
CRESTWOOD PERMIAN BASIN HOLDINGS LLC
By: /s/ Xxxxxxx X. Post
Name: Xxxxxxx X. Post
Title: Vice President, Associate General Counsel & Corporate Secretary
CPB SUBSIDIARY HOLDINGS LLC
By: /s/ Xxxxxxx X. Post
Name: Xxxxxxx X. Post
Title: Vice President, Associate General Counsel & Corporate Secretary
CRESTWOOD NEW MEXICO PIPELINE LLC
CPB TRANSPORTATION & MARKETING LLC
CPB OPERATOR LLC
CPB WATER LLC
By: CPB Subsidiary Holdings LLC, its sole member
By: /s/ Xxxxxxx X. Post
Name: Xxxxxxx X. Post
Title: Vice President, Associate General Counsel & Corporate Secretary
CPB XXXXXX SWD #1 LLC
CPB XXXXXX SWD #2 LLC
By: CPB Water LLC, it sole member
By: CPB Subsidiary Holdings LLC, its sole member
By: /s/ Xxxxxxx X. Post
Name: Xxxxxxx X. Post
Title: Vice President, Associate General Counsel & Corporate Secretary
Signature Page to Crestwood 2027 Supplemental Indenture
SCHEDULE A
1. ARROW FIELD SERVICES, LLC
2. ARROW MIDSTREAM HOLDINGS, LLC
3. ARROW PIPELINE, LLC
4. ARROW WATER, LLC
5. ARROW WATER SERVICES LLC
6. BEARTOOTH DEVCO LLC
7. BIGHORN DEVCO LLC
8. BOBCAT DEVCO LLC
9. CMLP TRES MANAGER LLC
10. CMLP TRES OPERATOR LLC
11. CRESTWOOD APPALACHIA PIPELINE LLC
12. CRESTWOOD ARKANSAS PIPELINE LLC
13. CRESTWOOD CRUDE LOGISTICS LLC
14. CRESTWOOD CRUDE SERVICES LLC
15. CRESTWOOD CRUDE TERMINALS LLC
16. CRESTWOOD CRUDE TRANSPORTATION LLC
17. CRESTWOOD DAKOTA PIPELINES LLC
18. CRESTWOOD ENERGY SERVICES LLC
19. CRESTWOOD MARCELLUS MIDSTREAM LLC
20. CRESTWOOD MARCELLUS PIPELINE LLC
21. CRESTWOOD MIDSTREAM OPERATIONS LLC
22. CRESTWOOD OPERATIONS LLC
23. CRESTWOOD PANHANDLE PIPELINE LLC
24. CRESTWOOD PIPELINE LLC
25. CRESTWOOD SALES & SERVICES INC.
26. CRESTWOOD SERVICES LLC
27. CRESTWOOD TRANSPORTATION LLC
28. X. XXXXXXXXX ASSET COMPANY, LLC
29. FINGER LAKES LPG STORAGE, LLC
30. STELLAR PROPANE SERVICE, LLC
31. PANTHER DEVCO LLC
32. ROUGH RIDER MIDSTREAM SERVICES LLC
33. ROUGH RIDER OPERATING LLC
34. CRESTWOOD SENDERO GP LLC
35. SENDERO MIDSTREAM PARTNERS, LP
36. SENDERO MIDSTREAM HOLDINGS, LLC
37. SENDERO CARLSBAD MIDSTREAM, LLC
38. SENDERO CARLSBAD FINANCE, LLC
Schedule A-1