Supplemental Indenture No. 3 dated March 22, 2012



 Exhibit 4.1 

 
  

 
 SUPPLEMENTAL INDENTURE NO. 3

 among 
 CRESTWOOD MIDSTREAM PARTNERS LP, 
 as Issuer, 

CRESTWOOD MIDSTREAM FINANCE CORPORATION, 
 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 NEW MEXICO PIPELINE LLC

 CRESTWOOD PANHANDLE PIPELINE LLC 
 CRESTWOOD PIPELINE LLC 
 CRESTWOOD SABINE PIPELINE LLC 

SABINE TREATING, LLC 
 as Guarantors, 
 CRESTWOOD MARCELLUS PIPELINE LLC 

as New Guarantor, 
 and 
 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 

as Trustee 
  

 
 March 22,
2012 
  
  

7.75% Senior Notes due 2019 
  

 
  







 SUPPLEMENTAL INDENTURE NO. 3 (this “Supplemental Indenture”), dated as of
March 22, 2012, among Crestwood Marcellus Pipeline LLC (the “New Guarantor”), a Delaware limited liability company and a Domestic Subsidiary of Crestwood Midstream Partners LP, a Delaware limited partnership (the
“Company”), and Crestwood Midstream Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together, with the Company, the “Issuers”), 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”). 
 WITNESSETH 
 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 the Issuers’ 7.75% Senior Notes due 2019 (the “Notes”), as supplemented by
Supplemental Indenture No. 1, dated as of November 29, 2011 and Supplemental Indenture No. 2, dated as of January 6, 2012 (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 Guarantor shall execute
and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all of the Issuers’ Obligations under the Indenture and the Notes on the terms and conditions set forth herein (the
“Note Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Base Indenture, the Trustee, the
Issuers 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 New Guarantor, the Issuers, the other Guarantors and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders as follows: 
 1. DEFINED TERMS. Defined terms used herein without definition shall have the meanings
assigned to them in the Indenture. 
 2. AGREEMENT TO GUARANTEE. The New Guarantor hereby unconditionally Guarantees, jointly
and severally with all existing Guarantors (if any), on the terms and subject to the conditions set forth in Article 10 of the Base Indenture and agrees 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 Company or any Subsidiary of the Company, 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 New Guarantor 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. THE INDENTURE, THIS SUPPLEMENTAL INDENTURE, THE NOTES AND THE NOTE
GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 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 Indenture and of signature pages by facsimile of PDF
transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original 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 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 Company and not those of the Trustee, and the
Trustee assumes no responsibility for their correctness. 







 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: March 22, 2012 

 

			
	 New Guarantor:

	
	 CRESTWOOD MARCELLUS PIPELINE LLC

		
	By:	 	/s/ Bill Manias
	Name:	 	William G. Manias
	Title:	 	Chief Financial Officer


  

			
	Company:
	
	 CRESTWOOD MIDSTREAM PARTNERS LP

		
	By:	 	/s/ Bill Manias
		 	Name: William G. Manias
		 	Title: Chief Financial Officer


  

			
	Co-Issuer:
	
	 CRESTWOOD MIDSTREAM FINANCE CORPORATION

		
	By:	 	/s/ Bill Manias
		 	Name: William G. Manias
		 	Title: Chief Financial Officer


  

	
	 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 NEW MEXICO PIPELINE LLC

	 CRESTWOOD PANHANDLE PIPELINE LLC

	 CRESTWOOD PIPELINE LLC

	 CRESTWOOD SABINE PIPELINE LLC

	 SABINE TREATING, LLC



  

			
		
	By:	 	/s/ Bill Manias
		 	Name: William G. Manias
		 	Title: Chief Financial Officer









 
			
	 THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A., as Trustee

		
	By:	 	/s/ Matt Thorne
		 	Name: Matt Thorne
		 	Title: Senior Associate