Exhibit 10.1
Execution Version
THIRD SUPPLEMENTAL INDENTURE
This Third Supplemental Indenture (this “Supplemental Indenture”), dated as of April 1, 2021, is by and between Energy Transfer LP, a Delaware limited partnership, as successor entity under the Indenture referred to below (in such capacity, the “Successor Entity”), and U.S. Bank National Association, as trustee (the “Trustee”).
WITNESSETH
WHEREAS, Energy Transfer, LP, a Delaware limited partnership (“ETLP”) (formerly, Energy Transfer Partners, L.P.) and the Trustee have heretofore executed and delivered an indenture, dated as of June 24, 2013 (the “Base Indenture”);
WHEREAS, ETLP assigned all or substantially all of its properties and assets to Energy Transfer Operating, L.P., a Delaware limited partnership (“ETO”) pursuant to that certain Assignment Agreement dated as of December 1, 2017 and ETO assumed all of the obligations of ETLP under the Indenture pursuant to the Seventeenth Supplemental Indenture;
WHEREAS, the Floating Rate Junior Subordinated Notes due 2066 (the “Notes”) have been issued pursuant to the Base Indenture (as so supplemented by that certain First Supplemental Indenture dated June 24, 2013 and that certain Second Supplemental Indenture dated December 1, 2017 and hereto and as further amended, supplemented or otherwise modified to date solely with respect to each series of Notes, the “Indentures” and, each, an “Indenture”);
WHEREAS, the Notes are the only series of securities outstanding under each of the Indentures;
WHEREAS, ETO merged (the “Merger”) with and into the Successor Entity pursuant to that certain Agreement and Plan of Merger dated April 1, 2021 by and between ETO and the Successor Entity;
WHEREAS, Section 501 of each of the Indentures provides that ETO may, among other things, merge with or into another Person if, among other things, the Person surviving the Merger expressly assumes ETO’s obligations under the Notes and the Indenture;
WHEREAS, Section 901(2) of each of the Indentures provides that, without the consent of any Holders, the applicable Indenture may be amended to comply with Section 501;
WHEREAS, the Successor Entity desires and has requested the Trustee to join in entering into this Supplemental Indenture for the purpose of evidencing the assumption by the Successor Entity of ETO’s obligations to the Holders of each series of Notes under each applicable Indenture;
WHEREAS, the Successor Entity has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that (i) the Merger complies with all conditions precedent provided in each applicable Indenture, including the provisions of Article Five in such Indenture, (ii) all conditions precedent provided in the applicable Indenture relating to the execution and delivery of this Supplemental Indenture have been complied with and (iii) the Merger and Supplemental Indenture comply with the Indenture, are authorized or permitted by the terms of the Indenture, and are valid and binding upon the Successor Entity pursuant to the respective terms thereof;
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