CRESTWOOD MIDSTREAM PARTNERS LP, CRESTWOOD MIDSTREAM FINANCE CORP., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF, and as Trustee Fourth Supplemental Indenture dated as of November 8, 2013 to Indenture dated as of December 7, 2012
Exhibit 4.2
Execution Version
CRESTWOOD MIDSTREAM PARTNERS LP,
CRESTWOOD MIDSTREAM FINANCE CORP.,
THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF,
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
dated as of November 8, 2013
to
Indenture
dated as of December 7, 2012
6.0% Senior Notes due 2020
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of November 8, 2013, among Crestwood Midstream Partners LP, a Delaware limited partnership (the “Partnership”), Crestwood Midstream Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), Arrow Field Services, LLC, Arrow Midstream Holdings, LLC, Arrow Pipeline, LLC, Arrow Water, LLC (collectively, the “New Guarantors”), each other existing Guarantor (the “Existing Guarantors” and, together with the New Guarantors, the “Guarantors”) under the Indenture referred to below and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
RECITALS
WHEREAS, the Issuers and the Existing Guarantors have heretofore executed and delivered to the Trustee an Indenture, dated as of December 7, 2012 (the “Original Indenture”), providing for the issuance of $500,000,000 in aggregate principal amount of the Issuers’ 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 and the Third Supplemental Indenture, dated as of October 7, 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 Sections 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, prior to March 20, 2013, each of Arlington Associates Limited Partnership, Steuben Gas Storage Company and Inergy ASC, LLC (collectively, the “Merged Guarantors”) were Existing Guarantors; and
WHEREAS, on March 20, 2013, each of the Merged Guarantors merged with and into Arlington Storage Company, LLC (“ASC”) with ASC surviving the merger; 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 Fourth 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 Fourth 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 Fourth 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 4.13 of the Original Indenture and by executing this Fourth 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 Fourth Supplemental Indenture. This Fourth 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 FOURTH 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 Fourth 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 Fourth 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/ Xxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxxx | |
| Title: | Senior Vice President and Chief Financial Officer | |
| CRESTWOOD MIDSTREAM FINANCE CORP. | ||
| By | /s/ Xxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxxx | |
| Title: | Senior Vice President and Chief Financial Officer | |
| EXISTING GUARANTORS | ||
| FINGER LAKES LPG STORAGE, LLC | ||
| CENTRAL NEW YORK OIL AND GAS COMPANY, L.L.C. | ||
| INERGY STORAGE, INC. | ||
| INERGY PIPELINE EAST, LLC | ||
| INERGY GAS MARKETING, LLC | ||
| ARLINGTON STORAGE COMPANY, LLC | ||
| US SALT, LLC | ||
| INERGY CRUDE LOGISTICS, LLC | ||
| INERGY TERMINALS, LLC | ||
| INERGY DAKOTA PIPELINE, LLC | ||
| INERGY MIDSTREAM OPERATIONS, LLC | ||
| CRESTWOOD GAS SERVICES OPERATING LLC | ||
| CRESTWOOD GAS SERVICES OPERATING GP LLC | ||
| 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 | ||
| CRESTWOOD APPALACHIA PIPELINE LLC | ||
Signature Page to Fourth Supplemental Indenture
| CRESTWOOD ARKANSAS PIPELINE LLC | ||
| CRESTWOOD MARCELLUS PIPELINE LLC | ||
| CRESTWOOD NEW MEXICO PIPELINE LLC | ||
| CRESTWOOD PANHANDLE PIPELINE LLC | ||
| CRESTWOOD PIPELINE LLC | ||
| CRESTWOOD SABINE PIPELINE LLC | ||
| SABINE TREATING, LLC | ||
| CRESTWOOD OHIO MIDSTREAM PIPELINE LLC | ||
| CRESTWOOD MARCELLUS MIDSTREAM LLC | ||
| X. XXXXXXXXX ASSET COMPANY, LLC | ||
| By | /s/ Xxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxxx | |
| Title: | Senior Vice President and Chief Financial | |
| Officer | ||
| NEW GUARANTORS | ||
| ARROW FIELD SERVICES, LLC | ||
| ARROW MIDSTREAM HOLDINGS, LLC | ||
| ARROW PIPELINE, LLC | ||
| ARROW WATER, LLC | ||
| By | /s/ Xxxxxxx X. Xxxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxxx | |
| Title: | Senior Vice President and Chief Financial Officer | |
Signature Page to Fourth Supplemental Indenture
| U.S. BANK NATIONAL ASSOCIATION, | ||
| AS TRUSTEE | ||
| By | /s/ Xxxxxx X. Xxxx | |
| Name: | Xxxxxx X. Xxxx | |
| Title: | Vice President | |
Signature Page to Fourth Supplemental Indenture
