cclp-ex42_11.htm



Exhibit 4.2

FIRST SUPPLEMENTAL INDENTURE


This supplemental indenture, dated as of June 12, 2020 (this “First Supplemental Indenture”), between CSI Compressco LP, a Delaware limited partnership (the “Company”), CSI Compressco Finance Inc., a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the guarantors listed on the signature pages hereto (the “Guarantors”) and U.S. Bank National Association, as Trustee under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Issuers, the Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of March 22, 2018 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of $350,000,000 aggregate principal amount of the Issuer’s 7.500%  Senior Secured First Lien Notes due 2025 (the “Existing Notes”);

WHEREAS, the Indenture provides that the Issuers may issue Additional Notes under the Indenture subject to compliance with the provisions set forth therein; 

WHEREAS, the Issuers wish to issue an additional $50,000,000 aggregate principal amount of 7.500% Senior Secured First Lien Notes due 2025 as Additional Notes under the Indenture (the “New Notes”);

WHEREAS, pursuant to Section 9.01(6) of the Indenture, the Issuers, the Guarantors and the Trustee may execute and deliver this First Supplemental Indenture to supplement the Indenture, without the consent of any Holder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

Article I
Definitions

Section 1.1.  Defined Terms.  Unless otherwise defined in this First Supplemental Indenture, terms defined in the Indenture are used herein as therein defined.

Article II
ISSUANCE OF NEW NOTES

Section 2.1.  Amount of New Notes.  The aggregate principal amount of New Notes to be authenticated and delivered under this First Supplemental Indenture on June 12, 2020 is $50,000,000.

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Section 2.2Terms of New Notes.  The New Notes are to be issued as Additional Notes under the Indenture and pursuant to this First Supplemental Indenture and shall:


	
 
	
A.
	
be issued as part of the existing series of Existing Notes previously issued under the Indenture and the New Notes and the Existing Notes shall be treated as a single class for all purposes under the Indenture;





	
 
	
B.
	
be issued on June 12, 2020 and will accrue interest from June 12, 2020; Interest on the notes will be payable, in cash in arrears, on April 1 and October 1 of each year, with an initial payment for the notes on October 1, 2020. 





	
 
	
C.
	
be issuable in whole in the form of (i) a 144A Global Note, bearing the CUSIP number of 12652H AC2 and ISIN number of US12652HAC25, (ii) a Regulation S Global Note, bearing the CUSIP number of U1289B AD4 and ISIN number of USU1289BAD48, and (iii) a IAI Global Notes, bearing the CUSIP number of 12652H AD0 and ISIN number of US12652HAD08.




Section 2.3  Authentication of New Notes.  The Trustee shall, pursuant to an Authentication Order delivered in accordance with Section 2.02 of the Indenture, authenticate and deliver the New Notes for an aggregate principal amount specified in such Authentication Order.

Article III
Miscellaneous

Section 3.1.  Parties.  Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this First Supplemental Indenture or the Indenture or any provision herein or therein contained.

Section 3.2.  Governing Law, etc.  This First Supplemental Indenture shall be governed by the provisions set forth in Section 12.08 of the Indenture.

Section 3.3.  Severability.  In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 3.4.  Ratification of Indenture; Supplemental Indenture 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 First 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.  The Trustee makes no representation or warranty as to the validity or sufficiency of this First Supplemental Indenture. The recitals contained herein may be taken as the statements of the Issuer and the Guarantors, and the Trustee does not assume any responsibility for their correctness. 

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Section 3.5.  Duplicate and Counterpart Originals.  The parties may sign any number of copies of this First Supplemental Indenture.  This First Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be an original, but all of them together represent the same agreement.

Section 3.7.  Recitals.  The recitals contained herein may be taken as the statements of the Issuers, and the Trustee does not assume any responsibility for their correctness.  

Section 3.8.  Headings.  The headings of the Articles and Sections in this First Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered as a part hereof and shall not modify or restrict any of the terms or provisions hereof.

Section 3.9  Successors.  This First Supplemental Indenture shall be binding on the Issuers, the Guarantors, the Trustee and the Holders and their respective successors and assigns, and shall inure to the benefit of such parties and their respective successors and assigns.

 

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first above written.


			
	
ISSUERS:

 

CSI COMPRESSCO LP

	
 
	
 
	
 

	
By:
	
 
	
CSI Compressco GP Inc., 
its general partner

 

	
By:
	
 
	
/s/ Elijio V. Serrano

	
 
	
 
	
Name: Elijio V. Serrano

	
 
	
 
	
Title:   Chief Financial Officer

 

	
CSI COMPRESSCO FINANCE INC.

	
 
	
 
	
 

	
By:
	
 
	
/s/ Elijio V. Serrano

	
 
	
 
	
Name: Elijio V. Serrano

	
 
	
 
	
Title:   Chief Financial Officer

 

 

	
GUARANTORS:

 

CSI COMPRESSCO SUB INC.

	
 
	
 
	
 

	
By:
	
 
	
/s/ Elijio V. Serrano

	
 
	
 
	
Name: Elijio V. Serrano

	
 
	
 
	
Title:   Chief Financial Officer

 

	
CSI COMPRESSCO OPERATING LLC

	
 
	
 
	
 

	
By:
	
 
	
CSI Compressco LP,

its sole member

 

	
By:
	
 
	
CSI Compressco GP Inc.,

its general partner

 

	
By:
	
 
	
/s/ Elijio V. Serrano

	
 
	
 
	
Name: Elijio V. Serrano

	
 
	
 
	
Title:   Chief Financial Officer

 




 








Signature Page to Supplemental Indenture

 



 


			
			
	
CSI COMPRESSCO FIELD SERVICES INTERNATIONAL LLC

	
 
	
 
	
 

	
By:
	
 
	
CSI Compressco Operating LLC,

its sole member

 

	
By:
	
 
	
CSI Compressco LP,

its sole member

 

	
By:
	
 
	
CSI Compressco GP Inc.,

its general partner

 

	
By:
	
 
	
/s/ Elijio V. Serrano

	
 
	
 
	
Name: Elijio V. Serrano

	
 
	
 
	
Title:   Chief Financial Officer

 

	
CSI COMPRESSCO INTERNATIONAL LLC

 

	
By:
	
 
	
CSI Compressco Operating LLC,

its sole member

 

	
By:
	
 
	
CSI Compressco LP,

its sole member

 

	
By:
	
 
	
CSI Compressco GP Inc.,

its general partner

 

	
 
	
 
	
/s/ Elijio V. Serrano

	
 
	
 
	
Name: Elijio V. Serrano

	
 
	
 
	
Title:   Chief Financial Officer

 

	
CSI COMPRESSCO HOLDINGS LLC

 

	
By:
	
 
	
CSI Compressco Operating LLC,

its sole member

 

	
By:
	
 
	
CSI Compressco LP,

its sole member

 

	
By:
	
 
	
CSI Compressco GP Inc.,

its general partner

 

	
By:
	
 
	
/s/ Elijio V. Serrano

	
 
	
 
	
Name: Elijio V. Serrano

	
 
	
 
	
Title:   Chief Financial Officer

 




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CSI COMPRESSCO LEASING LLC

 

	
By:
	
 
	
CSI Compressco Operating LLC,

its sole member

 

	
By:
	
 
	
CSI Compressco LP,

its sole member

 

	
By:
	
 
	
CSI Compressco GP Inc.,

its general partner

 

	
By:
	
 
	
/s/ Elijio V. Serrano

	
 
	
 
	
Name: Elijio V. Serrano

	
 
	
 
	
Title:   Chief Financial Officer

 

	
CSI COMPRESSION HOLDINGS, llc

 

	
By:
	
 
	
CSI Compressco Sub Inc.,

its sole member

 

	
By:
	
 
	
/s/ Elijio V. Serrano

	
 
	
 
	
Name: Elijio V. Serrano

	
 
	
 
	
Title:   Chief Financial Officer

 

	
ROTARY COMPRESSOR SYSTEMS, INC.

 

	
By:
	
 
	
/s/ Elijio V. Serrano

	
 
	
 
	
Name: Elijio V. Serrano

	
 
	
 
	
Title:   Vice President - Finance

 




 

 





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U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 

	
By:
	
 
	
/s/ Michael K. Herberger

	
 
	
 
	
Name: Michael K. Herberger

	
 
	
 
	
Title:  Vice President

 




 

 

Signature Page to Supplemental Indenture