Supplemental Indenture No. 6 to 7.75% Senior Notes Due 2019—Crestwood Midstream Partners LP, Arrow Entities, and The Bank of New York Mellon Trust Company
This agreement, dated November 8, 2013, adds Arrow Field Services, LLC and related Arrow entities as new guarantors to the existing 7.75% Senior Notes due 2019 issued by Crestwood Midstream Partners LP and Crestwood Midstream Finance Corp. The new guarantors agree to unconditionally guarantee the obligations under the notes, joining the existing guarantors. The Bank of New York Mellon Trust Company acts as trustee. The agreement confirms that all other terms of the original indenture remain unchanged and is governed by New York law.
Exhibit 4.3
SUPPLEMENTAL INDENTURE NO. 6
among
CRESTWOOD MIDSTREAM PARTNERS LP,
as Issuer,
CRESTWOOD MIDSTREAM FINANCE CORP.,
as Co-Issuer,
CRESTWOOD GAS SERVICES OPERATING LLC
CRESTWOOD GAS SERVICES OPERATING GP LLC
COWTOWN GAS PROCESSING PARTNERS L.P.
COWTOWN PIPELINE PARTNERS L.P.
CRESTWOOD APPALACHIA PIPELINE LLC
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
E. MARCELLUS ASSET COMPANY, LLC
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 and
INERGY MIDSTREAM OPERATIONS, LLC
as Existing Guarantors,
ARROW FIELD SERVICES, LLC
ARROW MIDSTREAM HOLDINGS, LLC
ARROW PIPELINE, LLC
ARROW WATER, LLC
as New Guarantors,
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
November 8, 2013
7.75% Senior Notes due 2019
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SUPPLEMENTAL INDENTURE NO. 6 (this Supplemental Indenture), dated as of November 8, 2013, among Crestwood Midstream Partners LP, a Delaware limited partnership (the Issuer), Crestwood Midstream Finance Corp., a Delaware corporation (the Co-Issuer and, together with the Issuer, the Issuers), Arrow Field Services, LLC, Arrow Midstream Holdings, LLC, Arrow Pipeline, LLC and Arrow Water, LLC (collectively, the New Guarantors), each other existing Guarantor under the Indenture referred to below and The Bank of New York Mellon Trust Company, N.A., 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 have heretofore executed and delivered to the Trustee an indenture dated as of April 1, 2011 (the Base Indenture), providing for the issuance of 7.75% Senior Notes due 2019 (the Notes), as supplemented by Supplemental Indenture No. 1, dated as of November 29, 2011, Supplemental Indenture No. 2, dated as of January 6, 2012, Supplemental Indenture No. 3, dated as of March 22, 2012, Supplemental Indenture No. 4, dated as of April 11, 2013 and Supplemental Indenture No. 5, dated as of October 7, 2013 (the Base Indenture as supplemented thereby, the Indenture);
WHEREAS, Section 4.15 of the Base 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 Guarantees); and
WHEREAS, pursuant to Section 9.01 of the Base Indenture, the Trustee, the Issuers, the New Guarantors and the existing Guarantors are authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the New Guarantors, the existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders 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. The New Guarantors hereby unconditionally Guarantee, jointly and severally with all existing Guarantors, on the terms and subject to the conditions set forth in Article 10 of the Base Indenture, and agree to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.
3. NO RECOURSE AGAINST OTHERS. No past, present or future director, manager, officer, employee, incorporator, stockholder, member or partner of either of the Issuers, any parent entity of the Issuer or any Subsidiary of the ssuer, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.
4. NOTICES. All notices or other communications to the Issuers or the New Guarantors shall be given as provided in Section 12.02 of the Base 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.
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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 of 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 Base 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.
8. EFFECT OF HEADINGS. The Section headings of this Supplemental Indenture have been inserted for convenience of reference only and are not to be considered part of this Supplemental Indenture or the Base Indenture and will in no way modify or restrict any of the terms or provisions hereof or thereof.
9. SEVERABILITY. In case any provision in this Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
10. TRUSTEE MAKES NO REPRESENTATION. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of the Issuer and not those of the Trustee, and the Trustee assumes no responsibility for their correctness.
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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.
Dated: November 8, 2013
Issuer: | ||
CRESTWOOD MIDSTREAM PARTNERS LP , By Crestwood Midstream GP, LLC, | ||
By: | /s/ Michael J. Campbell | |
Name: Michael J. Campbell | ||
Title: Senior Vice President and Chief Financial Officer | ||
Co-Issuer: | ||
CRESTWOOD MIDSTREAM FINANCE CORP. | ||
By: | /s/ Michael J. Campbell | |
Name: Michael J. Campbell | ||
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/ Michael J. Campbell | |
Name: Michael J. Campbell | ||
Title: Senior Vice President and Chief Financial Officer |
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Existing Guarantors: | ||
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 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 E. MARCELLUS ASSET COMPANY, LLC 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 | ||
By: | /s/ Michael J. Campbell | |
Name: Michael J. Campbell | ||
Title: Senior Vice President and Chief Financial Officer | ||
Trustee: | ||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
By: | /s/ Michael Countryman | |
Name: | Michael Countryman | |
Title: | Vice President |
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