COPANO ENERGY, L.L.C., COPANO ENERGY FINANCE CORPORATION, THE GUARANTORS NAMED HEREIN, AND as Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of April 5, 2011 to Indenture Dated as of February 7, 2006
Exhibit 4.1
COPANO ENERGY FINANCE CORPORATION,
THE GUARANTORS NAMED HEREIN,
AND
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
Dated as of April 5, 2011
to
Indenture
Dated as of February 7, 2006
8.125% Senior Notes due 2016
THIS FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 5, 2011,
is by and among Copano Energy, L.L.C., a Delaware limited liability company (the “Company”), Copano
Energy Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together with the Company,
the “Issuers”), the Guarantors (as defined in the Indenture referred to herein), and U.S. Bank
National Association, as trustee (the “Trustee”).
WHEREAS, the Issuers, the Guarantors and the Trustee are parties to that certain Indenture
dated as of February 7, 2006 (the “Original Indenture”), relating to the Issuers’ 8.125% Senior
Notes due 2016 (the “Notes”), and the Original Indenture has been amended and supplemented by the
First Supplemental Indenture dated as of November 8, 2007, the Second Supplemental Indenture dated
May 13, 2009 and the Third Supplemental Indenture dated as of March 10, 2011 (the Original
Indenture, as so amended and supplemented, being referred to herein as the “Indenture”);
WHEREAS, $332,665,000 aggregate principal amount of Notes are currently outstanding;
WHEREAS, Section 9.02 of the Indenture provides that, with the consent of the Holders of a
majority in principal amount of the Notes then outstanding (including, without limitation, consents
obtained in connection with a tender offer for Notes), the Issuers, the Guarantors and the Trustee
may enter into an indenture supplemental to the Indenture for the purpose of amending or
supplementing the Indenture or the Notes (subject to certain exceptions);
WHEREAS, the Issuers desire and have requested the Trustee to join with them and the
Guarantors in entering into this Supplemental Indenture for the purpose of amending the Indenture
and the Notes in certain respects as permitted by Section 9.02 of the Indenture;
WHEREAS, the Company has been soliciting consents to this Supplemental Indenture upon the
terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation
Statement dated March 22, 2011 and the Consent and Letter of Transmittal (which together, including
any amendments, modifications or supplements thereto, constitute the “Tender Offer”); and
WHEREAS, (1) the Company has received the consent of the Holders of a majority in principal
amount of the outstanding Notes, all as certified by an Officers’ Certificate delivered to the
Trustee simultaneously with the execution and delivery of this Supplemental Indenture, (2) the
Company has delivered to the Trustee simultaneously with the execution and delivery of this
Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as
contemplated by Section 9.06 of the Indenture and (3) the Issuers and the Guarantors have satisfied
all other conditions required under Article 9 of the Indenture to enable the Issuers, the
Guarantors and the Trustee to enter into this Supplemental Indenture.
NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the
benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as
follows:
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ARTICLE I
AMENDMENTS TO INDENTURE AND NOTES
AMENDMENTS TO INDENTURE AND NOTES
Section 1.1 Amendments to Articles 3, 4, 5 and 6. The Indenture is hereby amended by
deleting the following Sections or clauses of the Indenture and all references and definitions
related thereto in their entirety:
Section 3.09 (Offer to Purchase by Application of Excess Proceeds);
Clauses (a) — (c) of Section 4.03 (Reports), excluding the last sentence of clause (a) thereof;
Section 4.04(c) (Compliance Certificate);
Section 4.05 (Taxes);
Section 4.06 (Stay, Extension and Usury Laws);
Section 4.07 (Limitation on Restricted Payments);
Section 4.08 (Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries);
Section 4.09 (Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock);
Section 4.10 (Limitation on Asset Sales);
Section 4.11 (Limitation on Transactions with Affiliates);
Section 4.12 (Limitation on Liens);
Section 4.13 (Additional Subsidiary Guarantees);
Section 4.14 (Corporate Existence);
Section 4.15 (Offer to Repurchase Upon Change of Control);
Section 4.16 (No Inducements);
Section 4.17 (Permitted Business Activities);
Section 4.18 (Sale and Leaseback Transactions);
Section 4.20 (Designation of Restricted and Unrestricted Subsidiaries);
Clauses (c) and (d) of Section 5.01(a) (Merger, Consolidation, or Sale of Assets); and
Clauses (f) and (g) Section 6.01(a) (Events of Default).
Clauses (a) — (c) of Section 4.03 (Reports), excluding the last sentence of clause (a) thereof;
Section 4.04(c) (Compliance Certificate);
Section 4.05 (Taxes);
Section 4.06 (Stay, Extension and Usury Laws);
Section 4.07 (Limitation on Restricted Payments);
Section 4.08 (Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries);
Section 4.09 (Limitation on Incurrence of Indebtedness and Issuance of Preferred Stock);
Section 4.10 (Limitation on Asset Sales);
Section 4.11 (Limitation on Transactions with Affiliates);
Section 4.12 (Limitation on Liens);
Section 4.13 (Additional Subsidiary Guarantees);
Section 4.14 (Corporate Existence);
Section 4.15 (Offer to Repurchase Upon Change of Control);
Section 4.16 (No Inducements);
Section 4.17 (Permitted Business Activities);
Section 4.18 (Sale and Leaseback Transactions);
Section 4.20 (Designation of Restricted and Unrestricted Subsidiaries);
Clauses (c) and (d) of Section 5.01(a) (Merger, Consolidation, or Sale of Assets); and
Clauses (f) and (g) Section 6.01(a) (Events of Default).
Section 1.2 Amendments to Notes. The Notes are hereby amended to delete all
provisions inconsistent with the amendments to the Indenture effected by this Supplemental
Indenture.
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.1 Defined Terms. For all purposes of this Supplemental Indenture, except as
otherwise defined or unless the context otherwise requires, terms used in capitalized form in this
Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture.
Section 2.2 Indenture. Except as amended hereby, the Indenture and the Notes are in
all respects ratified and confirmed and all the terms 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 under the Indenture shall be bound
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hereby and all terms and conditions of both shall be read together as though they constitute a
single instrument, except that in the case of conflict the provisions of this Supplemental
Indenture shall control.
Section 2.3 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 2.4 Successors. All agreements of the Issuers and the Guarantors in this
Supplemental Indenture and the Notes shall bind their respective successors. All agreements of the
Trustee in this Supplemental Indenture shall bind its successors.
Section 2.5 Duplicate Originals. All parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together shall
represent the same agreement. It is the express intent of the parties to be bound by the exchange
of signatures on this Supplemental Indenture via telecopy or other form of electronic transmission.
Section 2.6 Severability. In case any one or more of the provisions in this
Supplemental Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any
respect for any reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions shall not in any way be affected or impaired thereby,
it being intended that all of the provisions hereof shall be enforceable to the full extent
permitted by law.
Section 2.7 Trustee Disclaimer. The Trustee accepts the amendments of the Indenture
effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as
hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and
provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms
and provisions shall in like manner define and limit its liabilities and responsibilities in the
performance of the trust created by the Indenture as hereby amended, and without limiting the
generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or
with respect to any of the recitals or statements contained herein, all of which recitals or
statements are made solely by the Issuers and the Guarantors, and the Trustee makes no
representation with respect to any such matters. Additionally, the Trustee makes no
representations as to the validity or sufficiency of this Supplemental Indenture.
Section 2.8 Effectiveness. The provisions of this Supplemental Indenture shall be
effective only upon execution and delivery of this instrument by the parties hereto.
Notwithstanding the foregoing sentence, the provisions of this Supplemental Indenture shall become
operative only upon the purchase by the Company, pursuant to the Tender Offer, of a majority in
principal amount of the outstanding Notes, with the result that the amendments to the Indenture
effected by this Supplemental Indenture shall be deemed to be revoked retroactive to the date
hereof if such purchase shall not occur. The Company shall notify the Trustee promptly after the
occurrence of such purchase or promptly after the Company shall determine that such purchase will
not occur.
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Section 2.9 Endorsement and Change of Form of Notes. Any Notes authenticated and
delivered after the close of business on the date that this Supplemental Indenture becomes
operative in substitution for Notes then outstanding and all Notes presented or delivered to the
Trustee on and after that date for such purpose shall be stamped, imprinted or otherwise legended
by the Company, with a notation as follows:
“Effective as of April 5, 2011, certain restrictive covenants of the Company and certain Events of
Default have been eliminated or limited, as provided in the Fourth Supplemental Indenture, dated as
of April 5, 2011. Reference is hereby made to such Fourth Supplemental Indenture, copies of which
are on file with the Trustee, for a description of the amendments made therein.”
Section 2.10 Effect of Headings. The Section headings herein are for convenience only
and shall not affect the construction thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year written above.
COPANO ENERGY, L.L.C. |
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By: | /s/ Xxxx X. Xxxx | |||
Xxxx X. Xxxx | ||||
Senior Vice President and Chief Financial Officer | ||||
COPANO ENERGY FINANCE CORPORATION |
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By: | /s/ Xxxx X. Xxxx | |||
Xxxx X. Xxxx | ||||
Senior Vice President and Chief Financial Officer | ||||
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Fourth Supplemental Indenture — 8.125% Senior Notes due 2016
Fourth Supplemental Indenture — 8.125% Senior Notes due 2016
GUARANTORS: ACP TEXAS, L.L.C. ALAMO CREEK PROPERTIES, L.L.C. CANTERA GAS COMPANY LLC CMW ENERGY SERVICES, L.L.C. COPANO EAGLE FORD LLC COPANO ENERGY SERVICES (TEXAS) GP, L.L.C. COPANO ENERGY SERVICES GP, L.L.C. COPANO ENERGY/MID-CONTINENT, L.L.C. COPANO ENERGY/ROCKY MOUNTAINS, L.L.C. COPANO FIELD FACILITIES/ROCKY MOUNTAINS, LLC COPANO FIELD SERVICES GP, L.L.C. COPANO FIELD SERVICES/CENTRAL GULF COAST GP, L.L.C. COPANO FIELD SERVICES/NORTH TEXAS, L.L.C. COPANO FIELD SERVICES/ROCKY MOUNTAINS, LLC COPANO LIBERTY, LLC COPANO NATURAL GAS/ROCKY MOUNTAINS, LLC COPANO NGL SERVICES (MARKHAM), L.L.C. COPANO NGL SERVICES GP, L.L.C. COPANO PIPELINES (TEXAS) GP, L.L.C. COPANO PIPELINES GP, L.L.C. COPANO PIPELINES/NORTH TEXAS, L.L.C. COPANO PIPELINES/ROCKY MOUNTAINS, LLC COPANO PIPELINES/VICTORIA, L.L.C. COPANO PROCESSING GP, L.L.C. COPANO PROCESSING/LOUISIANA, LLC COPANO/RED RIVER GATHERING GP, L.L.C. COPANO/XXXX-XXXXX PIPELINE GP, L.L.C. CPNO SERVICES GP, L.L.C. XXXXX COVE FACILITIES, L.L.C. GREENWOOD GATHERING, L.L.C. NUECES GATHERING, L.L.C. RIVER VIEW PIPELINES, L.L.C. SCISSORTAIL ENERGY, LLC |
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By: | /s/ Xxxx X. Xxxx | |||
Xxxx X. Xxxx | ||||
Senior Vice President and Chief Financial Officer | ||||
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Fourth Supplemental Indenture — 8.125% Senior Notes due 2016
Fourth Supplemental Indenture — 8.125% Senior Notes due 2016
COPANO PROCESSING, L.P. By: Copano Processing GP, L.L.C, its general partner |
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By: | /s/ Xxxx X. Xxxx | |||
Xxxx X. Xxxx | ||||
Senior Vice President and Chief Financial Officer | ||||
COPANO NGL SERVICES, L.P. By: Copano NGL Services GP, L.L.C., its general partner |
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By: | /s/ Xxxx X. Xxxx | |||
Xxxx X. Xxxx | ||||
Senior Vice President and Chief Financial Officer |
CHC LP HOLDINGS, L.L.C. COPANO HOUSTON CENTRAL, L.L.C. COPANO PIPELINES GROUP, L.L.C. COPANO/RED RIVER GATHERING LP HOLDINGS, L.L.C. CPG LP HOLDINGS, L.L.C. CPNO SERVICES LP HOLDINGS, L.L.C. CWDPL LP HOLDINGS, L.L.C. |
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By: | /s/ Xxxx X. Xxxx | |||
Xxxx X. Xxxx | ||||
Senior Vice President and Chief Financial Officer | ||||
COPANO GENERAL PARTNERS, INC. |
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By: | /s/ Xxxx X. Xxxx | |||
Xxxx X. Xxxx | ||||
Senior Vice President and Chief Financial Officer | ||||
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Fourth Supplemental Indenture — 8.125% Senior Notes due 2016
Fourth Supplemental Indenture — 8.125% Senior Notes due 2016
COPANO FIELD SERVICES/AGUA DULCE, L.P. COPANO FIELD SERVICES/COPANO BAY, L.P. COPANO FIELD SERVICES/XXXXXX, X.X. COPANO FIELD SERVICES/LIVE OAK, L.P. COPANO FIELD SERVICES/SOUTH TEXAS, L.P. COPANO FIELD SERVICES/UPPER GULF COAST, L.P. By: Copano Field Services GP, L.L.C., its general partner |
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By: | /s/ Xxxx X. Xxxx | |||
Xxxx X. Xxxx | ||||
Senior Vice President and Chief Financial Officer | ||||
COPANO PIPELINES/HEBBRONVILLE, L.P. COPANO PIPELINES/SOUTH TEXAS, L.P. COPANO PIPELINES/UPPER GULF COAST, L.P. By: Copano Pipelines GP, L.L.C., its general partner |
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By: | /s/ Xxxx X. Xxxx | |||
Xxxx X. Xxxx | ||||
Senior Vice President and Chief Financial Officer | ||||
COPANO PIPELINES/TEXAS GULF COAST, L.P. By: Copano Pipelines (Texas) GP, L.L.C., its general partner |
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By: | /s/ Xxxx X. Xxxx | |||
Xxxx X. Xxxx | ||||
Senior Vice President and Chief Financial Officer | ||||
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Fourth Supplemental Indenture — 8.125% Senior Notes due 2016
Fourth Supplemental Indenture — 8.125% Senior Notes due 2016
COPANO FIELD SERVICES/CENTRAL GULF COAST, L.P. By: Copano Field Services/Central Gulf Coast GP, L.L.C., its general partner |
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By: | /s/ Xxxx X. Xxxx | |||
Xxxx X. Xxxx | ||||
Senior Vice President and Chief Financial Officer | ||||
COPANO ENERGY SERVICES/UPPER GULF COAST, L.P. By: Copano Energy Services GP, L.L.C., its general partner |
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By: | /s/ Xxxx X. Xxxx | |||
Xxxx X. Xxxx | ||||
Senior Vice President and Chief Financial Officer | ||||
COPANO ENERGY SERVICES/TEXAS GULF COAST, L.P. By: Copano Energy Services (Texas) GP, L.L.C., its general partner |
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By: | /s/ Xxxx X. Xxxx | |||
Xxxx X. Xxxx | ||||
Senior Vice President and Chief Financial Officer | ||||
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Fourth Supplemental Indenture — 8.125% Senior Notes due 2016
Fourth Supplemental Indenture — 8.125% Senior Notes due 2016
COPANO/XXXX-XXXXX PIPELINE, L.P. By: Copano/Xxxx-Xxxxx Pipeline GP, L.L.C., its general partner |
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By: | /s/ Xxxx X. Xxxx | |||
Xxxx X. Xxxx | ||||
Senior Vice President and Chief Financial Officer | ||||
COPANO RISK MANAGEMENT, L.P. CPNO SERVICES, L.P. By: CPNO Services GP, L.L.C., its general partner |
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By: | /s/ Xxxx X. Xxxx | |||
Xxxx X. Xxxx | ||||
Senior Vice President and Chief Financial Officer | ||||
CIMMARRON GATHERING, LP By: Copano/Red River Gathering GP, L.L.C. its general partner |
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By: | /s/ Xxxx X. Xxxx | |||
Xxxx X. Xxxx | ||||
Senior Vice President and Chief Financial Officer | ||||
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Fourth Supplemental Indenture — 8.125% Senior Notes due 2016
Fourth Supplemental Indenture — 8.125% Senior Notes due 2016
TRUSTEE: U.S. BANK NATIONAL ASSOCIATION, as Trustee |
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By: | /s/ Xxxxxx Xxxx | |||
Xxxxxx Xxxx | ||||
Vice President | ||||
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Fourth Supplemental Indenture — 8.125% Senior Notes due 2016
Fourth Supplemental Indenture — 8.125% Senior Notes due 2016