THIRD SUPPLEMENTAL INDENTURE
Exhibit 4.6
Execution Version
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 Trasportation”), 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 GP Buyer, Sendero LP, Sendero Midstream Holdings, and Sendero Carlsbad Midstream, the “Guaranteeing Subsidiaries”), each a Domestic Subsidiary of the Company and the successor to Oasis Midstream Partners LP (“OMP”), the Company, Crestwood Midstream Finance Corporation, a Delaware corporation and the successor to OMP Finance Corp. (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 Regions Bank, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuers and the Existing Guarantors executed and delivered to the Trustee an indenture (as amended and supplemented to the date hereof, the “Indenture”), dated as of March 30, 2021, providing for the issuance of 8.000% Senior Notes due 2029 (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, on January 25, 2023, the Amended and Restated Credit Agreement, dated as of June 25, 2021, by and among CPB Subsidiary, CPJV, Xxxxx Fargo Bank, National Association, the institutions set forth on Schedule 1 thereto and the other lenders party thereto, as amended by that certain First Amendment thereto, dated as of April 13, 2022, and as further amended, modified and supplemented from time to time, was repaid in full and terminated, following which each of the New Guarantors will become guarantors under that certain Third Amended and Restated Credit Agreement, dated as of December 20, 2021, by and among the Company, the lenders party thereto in their capacities as lenders thereunder, Xxxxx Fargo Bank, National Association, as administrative agent and collateral agent, and the other parties thereto, as amended by that certain First Amendment thereto, dated as of October 14, 2022;
WHEREAS, Section 4.15 of the Indenture provides that if, after the Issue Date, any Restricted Subsidiary of the Company (including any Subsidiary acquired or created after the Issue Date), as successor to OMP, that is not already a Guarantor, (1) guarantees any Indebtedness of an issuer of the Notes or any Guarantor or (2) is a Domestic Subsidiary and is an obligor with respect to any Indebtedness under any Debt Facility, then, in either case, that Restricted Subsidiary will become a Guarantor by executing a supplemental indenture in substantially the form of Exhibit E to the Indenture and delivering an Officer’s Certificate and an Opinion of Counsel satisfactory to the Trustee, in each case within 30 Business Days after the date that Subsidiary guaranteed or became obligated with respect to such Indebtedness;
WHEREAS, Section 10.03 of the Indenture provides that, in the event the Issuers or any of their Restricted Subsidiaries creates or acquires any Subsidiary after the Issue Date, if required by Section 4.15 of the Indenture, the Issuers will cause such Subsidiary to comply with the provisions of Section 4.15 and Article 10 of the Indenture, to the extent applicable; and
WHEREAS, Section 9.01 of the Indenture permits, without the consent of any Holder of the Notes, the Issuers, the Guarantors and the Trustee to amend or supplement the Indenture, the Notes or the Note Guarantees to add any additional Guarantor; and
WHEREAS, Section 9.01 of the Indenture provides that, upon the request of the Issuers authorizing the execution of any amended or supplemental indenture in accordance with Section 9.01 of the Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 of the Indenture, subject to Section 9.05, the Trustee will join with the Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of the Indenture and to make any further appropriate agreements and stipulations that may be therein contained.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Co-Issuer, each entity qualifying as a Guarantor immediately prior to the execution of this Supplemental Indenture, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1.CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2.AGREEMENT TO GUARANTEE. Subject to Article 10 of the Indenture, each Guaranteeing Subsidiary, jointly and severally with the other Guarantors, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (a) the principal of, premium on, if any, and interest, if any, on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest, if any, on, the Notes, if lawful, and all other obligations of the Issuers to the Holders or the Trustee under the Indenture or the Notes will be promptly paid in full or performed, all in accordance with the terms of the Indenture and the Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
3.NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of any of the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Indenture, or the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or
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their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
4.NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5.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 words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Supplemental Indenture or any document to be signed in connection with this Supplemental Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
6.EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
7.THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Company.
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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.
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 OMP 2029 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 OMP 2029 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 OMP 2029 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 OMP 2029 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 OMP 2029 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 Sendero 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 OMP 2029 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, its 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 OMP 2029 Supplemental Indenture
REGIONS BANK, as Trustee
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Senior Vice President
Signature Page to OMP 2029 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
