MARTIN MIDSTREAM PARTNERS L.P. MARTIN MIDSTREAM FINANCE CORP. and the Guarantors named herein 71/4% SENIOR NOTES DUE 2021 THIRD SUPPLEMENTAL INDENTURE DATED AS OF OCTOBER 27, 2014 WELLS FARGO BANK, NATIONAL ASSOCIATION, As Trustee
Exhibit 4.5
XXXXXX XXXXXXXXX PARTNERS X.X.
XXXXXX MIDSTREAM FINANCE CORP.
and
the Guarantors named herein
71/4% SENIOR NOTES DUE 2021
DATED AS OF OCTOBER 27, 2014
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
As Trustee
This THIRD SUPPLEMENTAL INDENTURE, dated as of October 27, 2014, is among Xxxxxx Midstream Partners L.P., a Delaware limited partnership (the “Company”), Xxxxxx 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 Xxxxx Fargo 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 February 11, 2013 (the “Indenture”), pursuant to which the Company has issued $250,000,000 in the aggregate principal amount of 71/4% Senior Notes due 2021 (the “Original Notes”) and has issued $150,000,000 of additional notes in the aggregate principal amount of 71/4% Senior Notes due 2021 (the “Additional Notes”, and together with the Original Notes the “Notes”);
WHEREAS, the Issuers, the Guarantors identified on the signature page thereto, and the Trustee entered into the First Supplemental Indenture, dated as of July 21, 2014, pursuant to which the Company added Xxxxxx Midstream NGL Holdings, LLC and Xxxxxx Midstream NGL Holdings II, LLC as guarantors;
WHEREAS, the Issuers, the Guarantors identified on the signature page thereto, and the Trustee entered into the Second Supplemental Indenture, dated as of September 30, 2014, pursuant to which the Company added Cardinal Gas Storage Partners LLC (“Cardinal”), Perryville Gas Storage partners LLC, Arcadia Gas Storage Partners LLC, Cadeville Gas Storage Partners LLC and Monroe Gas Storage Company, LLC as guarantors;
WHEREAS, Section 10.03 - Guarantors May Consolidate, of the Indenture, provides that no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person (other than the Company or another Guarantor), unless, the Person surviving any such consolidation or merger (if other than such Guarantor) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture;
WHEREAS, on October 27, 2014, Cardinal, currently a Guarantor, merged with and into Redbird Gas Storage LLC (“Redbird”, and together Redbird and Cardinal, the “Merging Guarantors”), currently a Guarantor, with Redbird surviving such merger;
WHEREAS, in connection with such merger, Redbird, the surviving entity, changed its name to Cardinal Gas Storage Partners LLC (the “Surviving Entity”);
WHEREAS, pursuant to the merger, the Surviving Entity unconditionally assumes all the obligations of the Merging Guarantors;
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 Third 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;
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 Third 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 Third Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors and the Trustee.
ARTICLE 2
From this date, in accordance with Section 10.03 and by executing this Third 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 Third Supplemental Indenture. This Third Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the 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 THIRD 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 Third 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]
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, all as of the date first written above.
TRUSTEE:
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By: /s/ Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
Title: Vice President
ISSUERS:
XXXXXX XXXXXXXXX PARTNERS L.P.
By: Xxxxxx Midstream GP LLC,
as general partner
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President and Chief
Financial Officer
XXXXXX MIDSTREAM FINANCE CORP.
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President and Chief
Financial Officer
GUARANTORS:
XXXXXX OPERATING PARTNERSHIP L.P.
By: Xxxxxx Operating GP LLC,
as general partner
By: Xxxxxx Midstream Partners L.P.,
as sole member
By: Xxxxxx Midstream GP LLC,
as general partner
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President and Chief
Financial Officer
XXXXXX OPERATING GP LLC
By: Xxxxxx Midstream Partners L.P.,
as sole member
By: Xxxxxx Midstream GP LLC,
as general partner
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President and Chief
Financial Officer
CARDINAL GAS STORAGE PARTNERS LLC
By: Xxxxxx Operating Partnership L.P.,
as sole member
By: Xxxxxx Operating GP LLC,
as general partner
By: Xxxxxx Midstream Partners L.P.,
as sole member
By: Xxxxxx Midstream GP LLC,
as general partner
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President and Chief
Financial Officer
MOP MIDSTREAM HOLDINGS LLC
By: Xxxxxx Operating Partnership L.P.,
as sole member
By: Xxxxxx Operating GP LLC,
as general partner
By: Xxxxxx Midstream Partners L.P.,
as sole member
By: Xxxxxx Midstream GP LLC,
as general partner
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President and Chief
Financial Officer
XXXXXX MIDSTREAM NGL HOLDINGS, LLC
By: Xxxxxx Operating Partnership L.P.,
as sole member
By: Xxxxxx Operating GP LLC,
as general partner
By: Xxxxxx Midstream Partners L.P.,
as sole member
By: Xxxxxx Midstream GP LLC,
as general partner
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President and Chief
Financial Officer
XXXXXX MIDSTREAM NGL HOLDINGS II, LLC
By: Xxxxxx Operating Partnership L.P.,
as sole member
By: Xxxxxx Operating GP LLC,
as general partner
By: Xxxxxx Midstream Partners L.P.,
as sole member
By: Xxxxxx Midstream GP LLC,
as general partner
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President and Chief
Financial Officer
PERRYVILLE GAS STORAGE LLC
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President
ARCADIA GAS STORAGE, LLC
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President
CADEVILLE GAS STORAGE LLC
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President
MONROE GAS STORAGE COMPANY, LLC
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Executive Vice President
