Exhibit 4.3
THIRD SUPPLEMENTAL INDENTURE
This Third Supplemental Indenture (this “Supplemental Indenture”) to the Indenture (as defined below), dated as of November 3, 2023, among (a) Energy Transfer LP, a Delaware limited partnership (the “New Issuer”), (b) Crestwood Midstream Partners LP, a Delaware limited partnership (“Company”), Crestwood Midstream Finance Corp., a Delaware corporation (together with the Company, the “Original Issuers”), and the Guarantors (as defined in the Indenture) and (c) U.S. Bank Trust Company, a national banking association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”).
WITNESSETH
WHEREAS, the Original Issuers have heretofore executed and delivered to the Trustee an Indenture (as amended, supplemented or modified from time to time, the “Indenture”), dated as of January 21, 2021, among the Original Issuers, the Guarantors, and the Trustee, providing for the issuance of the Original Issuers’ 6.00% Senior Notes due 2029 (the “Notes”);
WHEREAS, the Company assigned substantially all of its assets to the New Issuer pursuant to that certain Distribution Agreement dated as of the date hereof, by and among the Original Issuers, the New Issuer and the other parties thereto (the “Distribution Agreement”);
WHEREAS, Section 5.01 of the Indenture provides that the Company may, among other things, assign all or substantially all of its properties or assets to another Person if, among other things, such assignee assumes all the obligations of the Company under the Notes and the Indenture;
WHEREAS, Section 9.01 of the Indenture provides that, without the consent of any Holders, the Indenture may be amended to provide for the assumption of the Original Issuers’ obligations under the Notes and the Indenture in the case of an assignment of all or substantially all of the Original Issuers’ assets;
WHEREAS, in connection with the transactions contemplated by the Distribution Agreement, the parties hereto desire to enter into this Supplemental Indenture to evidence the assumption by the New Issuer of all the payment and other obligations of the Original Issuers under the Notes and the Indenture on the date hereof;
WHEREAS, Section 4.17 of the Indenture provides that if at any time (a) the Notes are assigned an Investment Grade Rating, (b) no Default has occurred and is continuing under the Indenture and (c) the Issuers have delivered an Officer’s Certificate to the Trustee certifying to the foregoing clauses (a) and (b), then the Company and its Restricted Subsidiaries will no longer be subject to Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.16 and Clause 4 of Section 5.01 of the Indenture;
WHEREAS, the New Issuer has delivered to the Trustee an Officer’s Certificate certifying that the provisions set forth in Sections 4.17(a) and (b) of the Indenture have been satisfied and, as a result, the New Issuer and its Restricted Subsidiaries shall no longer be subject to Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.13, 4.16, and Clause 4 of Section 5.01 of the Indenture;
