American Midstream Partners, LP Sample Contracts

American Midstream Partners, LP – AMERICAN MIDSTREAM PARTNERS, LP AMERICAN MIDSTREAM FINANCE CORPORATION and the Guarantors named herein 8.500% SENIOR NOTES DUE 2021 FIFTH SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 20, 2018 WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee (December 21st, 2018)

This FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 20, 2018, is among American Midstream Partners, LP, a Delaware limited partnership (the “Company”), American Midstream Finance Corporation, 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 Wells Fargo Bank, National Association, a national banking association, as Trustee. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture (as defined below).

American Midstream Partners, LP – OFFICER INDEMNIFICATION AGREEMENT (August 14th, 2018)

This Indemnification Agreement (this “Agreement”) is made and entered into as of this [●] day of May, 2018, by and among American Midstream GP, LLC, a Delaware limited liability company (the “General Partner”); American Midstream Partners, LP, a Delaware limited partnership (the “Partnership,” and together with the General Partner, the “Companies” and each a “Company”); and the individual officer of the Company identified on the signature page to this Agreement (“Indemnitee”). Each of the defined terms used in this Agreement shall have the definition set forth in Section 14 of this Agreement.

American Midstream Partners, LP – DIRECTOR INDEMNIFICATION AGREEMENT (August 14th, 2018)

This Indemnification Agreement (this “Agreement”) is made and entered into as of this ____ day of ____, ____, by and among American Midstream GP, LLC, a Delaware limited liability company (the “General Partner”); American Midstream Partners, LP, a Delaware limited partnership (the “Partnership,” and together with the General Partner, the “Companies” and each a “Company”); and the individual board member or officer of the Company identified on the signature page to this Agreement (“Indemnitee”). Each of the defined terms used in this Agreement shall have the definition set forth in Section 14 of this Agreement.

American Midstream Partners, LP – FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (August 14th, 2018)

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of June 29, 2018, is by and among AMERICAN MIDSTREAM, LLC, a Delaware limited liability company (the “AMID Borrower”), BLACKWATER INVESTMENTS, INC., a Delaware corporation (the “Blackwater Borrower” and, together with the AMID Borrower, the “Borrowers”), AMERICAN MIDSTREAM PARTNERS, LP, a Delaware limited partnership (“Parent”), the other Loan Parties party hereto, BANK OF AMERICA, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the lenders party to the Original Credit Agreement referred to below (the “Lenders”), and the Lenders party hereto.

American Midstream Partners, LP – EQUITY PURCHASE AGREEMENT dated as of June 16, 2018 by and among Blackwater Investments, Inc. and American Midstream, LLC as Sellers and IIF Blackwater Holdings, LLC, as Buyer (August 14th, 2018)

THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is made as of June 16, 2018, by and among Blackwater Investments, Inc., a Delaware corporation (“Blackwater Investments”), American Midstream, LLC, a Delaware limited liability company (“AMID” and, together with Blackwater Investments, each a “Seller” and collectively the “Sellers”), and IIF Blackwater Holdings, LLC, a Delaware limited liability company (the “Buyer”). Each Seller and the Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

American Midstream Partners, LP – AMERICAN MIDSTREAM PARTNERS, LP AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (August 6th, 2018)

On July 31, 2018, American Midstream Partners, LP (“AMID”) completed the sale of the Capital Stock of American Midstream Terminaling, LLC, (“AMID Terminaling”), Blackwater Midstream Corp., (“Blackwater Midstream”), Blackwater Georgia, L.L.C., (“Blackwater Georgia”), Blackwater Harvey, LLC, (“Blackwater Harvey”), and Blackwater New Orleans, L.L.C., (“Blackwater Westwego” and, together with AMID Terminaling, Blackwater Midstream, Blackwater Georgia, and Blackwater Harvey, the “Marine Products Terminals”) for net cash proceeds of approximately $202.9 million. References to “AMID,” the “Partnership”, “we”, “us” or “our” in this section refer to American Midstream Partners, LP, and its consolidated subsidiaries.

American Midstream Partners, LP – AMERICAN MIDSTREAM PARTNERS, LP AMERICAN MIDSTREAM FINANCE CORPORATION and the Guarantors named herein 8.500% SENIOR NOTES DUE 2021 FOURTH SUPPLEMENTAL INDENTURE DATED AS OF JULY 31, 2018 WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee (August 6th, 2018)

This FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 31, 2018, is among American Midstream Partners, LP, a Delaware limited partnership (the “Company”), American Midstream Finance Corporation, 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 Wells Fargo Bank, National Association, a national banking association, as Trustee. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture (as defined below).

American Midstream Partners, LP – AMENDMENT NO 1. TO MERGER AGREEMENT (June 1st, 2018)

THIS AMENDMENT NO. 1 TO THE MERGER AGREEMENT (this “Amendment”), dated as of June 1, 2018, is by and between American Midstream Partners, LP, American Midstream GP, LLC, Southcross Energy Partners, L.P., Southcross Energy Partners GP, LLC and Cherokee Merger Sub LLC.

American Midstream Partners, LP – AMENDMENT NO 1. TO CONTRIBUTION AGREEMENT (June 1st, 2018)

THIS SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP dated as of [[•], 2017]1 (this “Agreement”), is entered into by and between American Midstream GP, LLC, a Delaware limited liability company, as the General Partner, and the Persons who are now or become Partners in the Partnership or parties hereto as provided herein.

American Midstream Partners, LP – MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of February 16, 2018 by and between AMID MERGER LP, as the Seller and DKGP ENERGY TERMINALS LLC, as the Buyer (May 15th, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (including the Exhibits and Schedules (as defined below) attached hereto, this “Agreement”) is made as of February 16, 2018 by and among AMID Merger LP, a Delaware limited partnership (the “Seller”), and DKGP Energy Terminals LLC, a Delaware limited liability company (the “Buyer”). The Seller and the Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

American Midstream Partners, LP – AMENDMENT NO. 9 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP (May 4th, 2018)

This Amendment No. 9 (this “Amendment”) to the Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (the “Partnership”), dated as of April 25, 2016, as amended by Amendment No. 1 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 1, 2016, as amended by Amendment No. 2 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 31, 2016, as amended by Amendment No. 3 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 8, 2017, as amended by Amendment No. 4 to the Fifth Amended and Restated Partnership Agreement of Limited Partnership of the Partnership, dated as of May 25, 2017, as amended by Amendment No. 5 to the Fifth Amended and Restated Partnership Agreement of Limited Partnership of the Partnership, dated as of July 14, 2017, as amended by Amendment No. 6 to the Fifth Amended and Restated P

American Midstream Partners, LP – American Midstream Partners, LP Ratio of Earnings to Combined Fixed Charges and Preferred Units Distributions (In Millions) (April 20th, 2018)
American Midstream Partners, LP – SXH COMBINED FINANCIAL STATEMENTS DECEMBER 31, 2017, 2016 and 2015 (April 20th, 2018)

We have audited the accompanying combined financial statements of Southcross Holdings Intermediary LLC, Southcross Holdings Guarantor GP LLC and Southcross Holdings Guarantor LP and its subsidiaries (collectively, “the Company”), (all which are under common ownership and common management), which comprise the combined balance sheet as of December 31, 2017 and 2016, and the related combined statements of operations, cash flows, and noncontrolling interest and owner’s net investment for the each of the three years in the period ended December 31, 2017, and the related notes to the combined financial statements.

American Midstream Partners, LP – UNIT PURCHASE OPTION GRANT NOTICE (April 9th, 2018)

Capitalized terms not specifically defined in this Unit Purchase Option Grant Notice (the "Grant Notice") have the meanings given to them in the American Midstream GP, LLC Long-Term Incentive Plan (as amended and restated from time to time, the "Plan") of American Midstream GP, LLC (the "Company"), the general partner of American Midstream Partners, LP ("AMID").

American Midstream Partners, LP – American Midstream GP, LLC Long-Term Incentive Plan Grant of Phantom Units (April 9th, 2018)
American Midstream Partners, LP – CAPITAL CONTRIBUTION AGREEMENT (March 12th, 2018)

CAPITAL CONTRIBUTION AGREEMENT, dated as of March 11, 2018 (this “Agreement”), by and among AMERICAN MIDSTREAM PARTNERS, LP, a Delaware limited partnership (“AMID”), AMERICAN MIDSTREAM GP, LLC, a Delaware limited liability company and the general partner of AMID (“AMID GP”), and MAGNOLIA INFRASTRUCTURE HOLDINGS, LLC, a Delaware limited liability company (“Sponsor”).

American Midstream Partners, LP – AMENDMENT NO. 8 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP (January 31st, 2018)

This Amendment No. 8 (this “Amendment”) to the Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (the “Partnership”), dated as of January 25, 2018, as amended by Amendment No. 1 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 1, 2016, as amended by Amendment No. 2 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 31, 2016, as amended by Amendment No. 3 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 8, 2017, as amended by Amendment No. 4 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 25, 2017, as amended by Amendment No. 5 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated July 14, 2017, as amended by Amendment No. 6 to the Fifth Amended and Restated Agreement of Limited Partners

American Midstream Partners, LP – AMERICAN MIDSTREAM PARTNERS, LP AMERICAN MIDSTREAM FINANCE CORPORATION 8.500% Senior Notes due 2021 PURCHASE AGREEMENT (December 19th, 2017)
American Midstream Partners, LP – American Midstream Increases Liquidity and Enhances Capital Structure Through Pricing of $125 Million of Senior Notes (December 19th, 2017)

HOUSTON — (Business Wire) December 14, 2017 — American Midstream Partners, LP (NYSE: AMID) (the “Partnership”) announced today the pricing of $125 million aggregate principal amount of 8.50% Senior Notes due 2021 at an offering price equal to 102.375% of par. The notes are an additional issue of the Partnership’s outstanding 8.50% Senior Notes due 2021, which were issued in an aggregate principal amount of $300 million on December 28, 2016. The two offerings comprise total aggregate principal amount outstanding of $425 million and, except for notes sold pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), the notes will trade under the existing CUSIP numbers.

American Midstream Partners, LP – AMERICAN MIDSTREAM PARTNERS, LP AMERICAN MIDSTREAM FINANCE CORPORATION REGISTRATION RIGHTS AGREEMENT (December 19th, 2017)

This REGISTRATION RIGHTS AGREEMENT is dated as of December 19, 2017 (the “Agreement”), by and among AMERICAN MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Partnership”), and AMERICAN MIDSTREAM FINANCE CORPORATION, a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), the subsidiaries of the Partnership named in Schedule I hereto (each individually, a “Guarantor” and collectively, the “Guarantors”), and the several Initial Purchasers listed in Schedule I to the Purchase Agreement (defined below) (the “Initial Purchasers”).

American Midstream Partners, LP – AMERICAN MIDSTREAM PARTNERS, LP AMERICAN MIDSTREAM FINANCE CORPORATION and the Guarantors named herein 8.500% SENIOR NOTES DUE 2021 THIRD SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 19, 2017 WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee (December 19th, 2017)

This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 19, 2017, is among American Midstream Partners, LP, a Delaware limited partnership (the “Company”), American Midstream Finance Corporation, 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 Wells Fargo Bank, National Association, a national banking association, as Trustee. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture (as defined below).

American Midstream Partners, LP – OFFICERS’ CERTIFICATE TO TRUSTEE OF AMERICAN MIDSTREAM PARTNERS, LP AND AMERICAN MIDSTREAM FINANCE CORPORATION December 19, 2017 (December 19th, 2017)

The undersigned, (i) President and Chief Executive Officer, and Senior Vice President and Chief Financial Officer, respectively, of American Midstream GP, LLC, a Delaware limited liability company and the general partner (the “General Partner”) of American Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and (ii) President and Chief Executive Officer, and Senior Vice President and Chief Financial Officer, respectively, of American Midstream Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), hereby certify on behalf of the Partnership and Finance Corp. that:

American Midstream Partners, LP – SXH COMBINED FINANCIAL STATEMENTS (Unaudited) For the nine months ended September 30, 2017 (December 14th, 2017)
American Midstream Partners, LP – SXH COMBINED FINANCIAL STATEMENTS DECEMBER 31, 2016, 2015 and 2014 (December 14th, 2017)

We have audited the accompanying combined financial statements of Southcross Holdings Intermediary LLC, Southcross Holdings Guarantor GP LLC and Southcross Holdings Guarantor LP and its subsidiaries (collectively, “the Company”), (all which are under common ownership and common management), which comprise the combined balance sheet as of December 31, 2016 and 2015, and the related combined statements of operations, noncontrolling interests and owner’s net investment, and cash flows for the each of the three years in the period ended December 31, 2016, and the related notes to the combined financial statements.

American Midstream Partners, LP – American Midstream Announces $100 Million Offering of Senior Notes (December 14th, 2017)

HOUSTON – (Business Wire) December 14, 2017 – American Midstream Partners, LP (NYSE: AMID) (the “Partnership”) announced today that it intends to offer for sale $100 million in aggregate principal amount of 8.500% Senior Notes due 2021, subject to market and other conditions. The notes will be an additional issue of the Partnership’s outstanding 8.500% Senior Notes due 2021, which were issued in an aggregate principal amount of $300 million on December 28, 2016.

American Midstream Partners, LP – Unaudited Pro Forma Condensed Consolidated Financial Information (December 14th, 2017)

On October 31, 2017, American Midstream Partners, LP (“AMID” or the “Partnership”) and American Midstream GP, LLC, general partner of AMID (“AMID GP”), entered into a Contribution Agreement (the “Contribution Agreement”) with Southcross Holdings, LP (“Holdings LP”). Upon the terms and subject to the conditions set forth in the Contribution Agreement, Holdings LP agreed to contribute its equity interests in a new wholly owned subsidiary (“SXH Holdings”), which will hold substantially all the current subsidiaries of Holdings LP (Southcross Holdings Intermediary LLC, Southcross Holdings Guarantor GP LLC and Southcross Holdings Guarantor LP, together herein referred to as “SXH”), which in turn directly or indirectly own 100% of the limited liability company interest of Southcross Energy Partners GP, LLC (“SXE GP”) and 100% of the partnership interest of Southcross Holdings Borrower LP, which directly holds securities of Southcross Energy Partners, LP (“SXE”), and the business of Holdings L

American Midstream Partners, LP – Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (December 12th, 2017)

On March 8, 2017, the Partnership completed the acquisition of JP Energy Partners, LP ("JPE"), an entity controlled by ArcLight affiliates, in a unit-for-unit exchange. In connection with the transaction, each JPE common or subordinated unit held by investors not affiliated with ArcLight was converted into the right to receive 0.5775 of a Partnership common unit, and each JPE common or subordinated unit held by ArcLight affiliates was converted into the right to receive 0.5225 of a Partnership common unit. The Partnership issued a total of 20.2 million of its common units to complete the acquisition, including 9.8 million common units to ArcLight affiliates. Based upon the closing price for our common units on March 8, 2017, the units issued in the exchange had an estimated fair value of $322.2 million.

American Midstream Partners, LP – Item 6. Selected Historical Financial and Operating Data (December 12th, 2017)

The following table presents selected historical consolidated financial and operating data for the periods and as of the dates indicated. We derived this information from our historical consolidated financial statements and accompanying notes. This information should be read together with, and is qualified in its entirety, by reference to those consolidated financial statements and notes, which for the years 2016, 2015, and 2014 begin on F-1 included in Exhibit 99.3 to our Current Report on Form 8-K filed on December 7, 2017 and dated December 6, 2017(the "Recast Form 8-K dated December 6, 2017").

American Midstream Partners, LP – DELTA HOUSE OIL AND GAS LATERAL, LLC INDEX TO FINANCIAL STATEMENTS (December 11th, 2017)
American Midstream Partners, LP – DELTA HOUSE FPS, LLC INDEX TO FINANCIAL STATEMENTS (December 11th, 2017)
American Midstream Partners, LP – American Midstream Partners, LP and Subsidiaries Unaudited Pro Forma Condensed Consolidated Financial Statements (December 11th, 2017)

The unaudited pro forma condensed consolidated financial statements show the impact of the following transaction on American Midstream Partners, LP's condensed consolidated statements of operations for the nine months ended September 30, 2017 and for the year ended December 31, 2016. References to "we", "us" or "our" refer to American Midstream Partners, LP and its consolidated subsidiaries (the "Partnership").

American Midstream Partners, LP – Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (December 7th, 2017)

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited consolidated financial statements and the related notes thereto included elsewhere in Exhibit 99.3 to the Current Report on Form 8-K filed by American Midstream Partners, LP (along with its consolidated subsidiaries, “we,” “us,” “our,” or the “Partnership”) on December 6, 2017 (the “Recast Form 8-K dated December 6, 2017”). This discussion contains forward-looking statements that reflect management’s current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements or as a result of certain factors such as those set forth under the caption “Cautionary Statement About Forward-Looking Statements” included in our Current Report on Form 8-K (the "Recast Form 8-K") as of and for the year ended December 31, 2016 as filed with the U.S. Securities and Exc

American Midstream Partners, LP – Item 6. Selected Historical Financial and Operating Data (December 7th, 2017)

The following table presents selected historical consolidated financial and operating data for the periods and as of the dates indicated. We derived this information from our historical consolidated financial statements and accompanying notes. This information should be read together with, and is qualified in its entirety, by reference to those consolidated financial statements and notes, which for the years 2016, 2015, and 2014 begin on F-1 included in Exhibit 99.3 to our Current Report on Form 8-K filed on December 6, 2017 (the "Recast Form 8-K dated December 6, 2017").

American Midstream Partners, LP – DISTRIBUTION, SALE AND CONTRIBUTION AGREEMENT BY AND AMONG TOGA OFFSHORE, LLC, PINTO OFFSHORE HOLDINGS, LLC, AMERICAN MIDSTREAM DELTA HOUSE, LLC AND D-DAY OFFSHORE HOLDINGS, LLC (November 9th, 2017)

This DISTRIBUTION, SALE AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of September 29, 2017, is entered into among Toga Offshore, LLC, a Delaware limited liability company (the “Seller”), Pinto Offshore Holdings, LLC, a Delaware limited liability company (“Pinto,” together with the Seller, the “Seller-Related Parties”), American Midstream Delta House, LLC, a Delaware limited liability company (“AMID DH”), and D-Day Offshore Holdings, LLC, a Delaware limited liability company (the “Buyer,” together with AMID DH, the “Buyer-Related Parties”).

American Midstream Partners, LP – MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of July 21, 2017 by and between AMID MERGER LP and SHV ENERGY N.V. (November 9th, 2017)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of July 21, 2017 by and between AMID Merger LP, a Delaware limited partnership (the “Seller”), and SHV Energy N.V., a Dutch public limited liability company (the “Buyer”). The Seller and the Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”