EX-4.1


 Exhibit 4.1 

CRESTWOOD MIDSTREAM PARTNERS LP, 

CRESTWOOD MIDSTREAM FINANCE CORP., 

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF, 

and 
 U.S. BANK NATIONAL
ASSOCIATION, 
 as Trustee 
  

 
 FIFTH
SUPPLEMENTAL INDENTURE 
 Dated as of March 4, 2016 

to 
 Indenture 

dated as of December 7, 2012 

6.0% Senior Notes due 2020 






 This FIFTH SUPPLEMENTAL INDENTURE, dated as of March 4, 2016 is among Crestwood
Midstream Partners LP, a Delaware limited partnership (the “Company”), Crestwood 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 U.S. 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 December 7, 2012 (the “Original Indenture”), pursuant to which the Issuers have issued $500 million in principal amount of 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, the Third Supplemental Indenture, dated as of
October 7, 2013 and the Fourth Supplemental Indenture, dated as of November 8, 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 Section 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, 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 Fifth 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; and 
 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 Fifth 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 Fifth Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers,
the Guarantors and the Trustee. 

  
 1 







 ARTICLE 2 

From this date, in accordance with Section 4.13 of the Original Indenture and by executing this Fifth 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 Fifth Supplemental Indenture. This Fifth 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 FIFTH 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 Fifth 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] 

  
 2 







 IN WITNESS WHEREOF, the parties hereto have caused this Fifth 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/ Robert T. Halpin

	Name:	 	Robert T. Halpin
	Title:	 	Senior Vice President and Chief Financial Officer
	
	CRESTWOOD MIDSTREAM FINANCE CORP.
		
	By:	 	 /s/ Robert T. Halpin

	Name:	 	Robert T. Halpin
	Title:	 	Senior Vice President and Chief Financial Officer
	
	EXISTING GUARANTORS
	
	ARLINGTON STORAGE COMPANY, LLC
	ARROW FIELD SERVICES, LLC
	ARROW MIDSTREAM HOLDINGS, LLC
	ARROW PIPELINE, LLC
	ARROW WATER, LLC
	STAGECOACH PIPELINE & STORAGE COMPANY LLC
	CMLP TRES MANAGER LLC
	CMLP TRES OPERATOR LLC
		
	By:	 	 /s/ Robert T. Halpin

	Name:	 	Robert T. Halpin
	Title:	 	Senior Vice President and Chief Financial Officer
	
	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



  
 Signature Page to
Fifth Supplemental Indenture 







 
			
	By:	 	 /s/ Robert T. Halpin

	Name:	 	Robert T. Halpin
	Title:	 	Senior Vice President and Chief Financial Officer
	
	CRESTWOOD APPALACHIA PIPELINE LLC
	CRESTWOOD ARKANSAS PIPELINE LLC
	CRESTWOOD CRUDE LOGISTICS LLC
	CRESTWOOD CRUDE SERVICES LLC
	CRESTWOOD CRUDE TERMINALS LLC
	CRESTWOOD CRUDE TRANSPORTATION LLC
	CRESTWOOD DAKOTA PIPELINES LLC
	CRESTWOOD GAS MARKETING LLC
	CRESTWOOD GAS SERVICES OPERATING GP LLC
	CRESTWOOD GAS SERVICES OPERATING LLC
	CRESTWOOD MARCELLUS MIDSTREAM LLC
	CRESTWOOD MARCELLUS PIPELINE LLC
	CRESTWOOD MIDSTREAM OPERATIONS LLC
	CRESTWOOD NEW MEXICO PIPELINE LLC
	CRESTWOOD OHIO MIDSTREAM PIPELINE LLC
	CRESTWOOD PANHANDLE PIPELINE LLC
	CRESTWOOD PIPELINE EAST LLC
	CRESTWOOD PIPELINE LLC
	CRESTWOOD SABINE PIPELINE LLC
	CRESTWOOD STORAGE INC.
	E. MARCELLUS ASSET COMPANY, LLC
	FINGER LAKES LPG STORAGE, LLC
	SABINE TREATING, LLC
	US SALT, LLC
		
	By:	 	 /s/ Robert T. Halpin

	Name:	 	Robert T. Halpin
	Title:	 	Senior Vice President and Chief Financial Officer
	
	NEW GUARANTORS
	
	CRESTWOOD OPERATIONS LLC
	CRESTWOOD SERVICES LLC



  
 Signature Page to
Fifth Supplemental Indenture 







 
			
	CRESTWOOD WEST COAST LLC
	CRESTWOOD SALES & SERVICES INC.
	CRESTWOOD TRANSPORTATION LLC
	STELLAR PROPANE SERVICE, LLC
		
	By:	 	 /s/ Robert T. Halpin

	Name:	 	Robert T. Halpin
	Title:	 	Senior Vice President and Chief Financial Officer
	
	U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
		
	By:	 	 /s/ Raymond S. Haverstock

	Name:	 	Raymond S. Haverstock
	Title:	 	Vice President



  
 Signature Page to
Fifth Supplemental Indenture