EXHIBIT 4.2
This Security has not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold, unless it has
been registered under the Securities Act or unless an exemption form
registration is available (and, in such case, an opinion of counsel reasonably
satisfactory to the Partnership shall have been delivered to the Partnership to
the effect that such offer or sale is not required to be registered under the
Securities Act). This Security is subject to certain restrictions on transfer
set forth in the First Amended and Restated Agreement of Limited Partnership of
the Partnership dated as of __________, 2002, a copy of which may be obtained
from the Partnership at its principal offices.
CERTIFICATE EVIDENCING SUBORDINATED UNITS
REPRESENTING LIMITED PARTNER INTERESTS IN
▇▇▇▇▇▇ MIDSTREAM PARTNERS L.P.
No. Subordinated Units
---------- ---------
In accordance with Section 4.1 of the First Amended and Restated
Agreement of Limited Partnership of ▇▇▇▇▇▇ Midstream Partners L.P., as amended,
supplemented or restated from time to time (the "Partnership Agreement"), ▇▇▇▇▇▇
Midstream Partners L.P., a Delaware limited partnership (the "Partnership"),
hereby certifies that __________________________ (the "Holder") is the
registered owner of Subordinated Units representing limited partner interests in
the Partnership (the "Subordinated Units") transferable on the books of the
Partnership, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed and accompanied by a properly executed application
for transfer of the Subordinated Units represented by this Certificate. The
rights, preferences and limitations of the Subordinated Units are set forth in,
and this Certificate and the Subordinated Units represented hereby are issued
and shall in all respects be subject to the terms and provisions of, the
Partnership Agreement. Copies of the Partnership Agreement are on file at, and
will be furnished without charge on delivery of written request to the
Partnership at, the principal office of the Partnership located at ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. Capitalized terms used herein but not defined shall
have the meanings given them in the Partnership Agreement.
The Holder, by accepting this Certificate, is deemed to have (i)
requested admission as, and agreed to become, a Limited Partner and to have
agreed to comply with and be bound by and to have executed the Partnership
Agreement, (ii) represented and warranted that the Holder has all right, power
and authority and, if an individual, the capacity necessary to enter into the
Partnership Agreement, (iii) granted the powers of attorney provided for in the
Partnership Agreement and (iv) made the waivers and given the consents and
approvals contained in the Partnership Agreement.
This Certificate shall not be valid for any purpose unless it has been
countersigned and registered by the Transfer Agent and Registrar.
Dated: ▇▇▇▇▇▇ Midstream Partners L.P.
---------------
By: ▇▇▇▇▇▇ Midstream GP LLC, its
General Partner
By:
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
[REVERSE OF CERTIFICATE]
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as follows according to applicable laws
or regulations:
TEN COM - as tenants in common UNIF GIFT/TRANSFERS MIN ACT
TEN ENT - as tenants by the entireties __________ Custodian _________
(Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts/Transfers to
survivorship and not as CD Minors Act (State)
tenants in common
Additional abbreviations, though not in the above list, may also be
used.
ASSIGNMENT OF SUBORDINATED UNITS
IN
▇▇▇▇▇▇ MIDSTREAM PARTNERS L.P.
IMPORTANT NOTICE REGARDING INVESTOR RESPONSIBILITIES
DUE TO TAX SHELTER STATUS OF
▇▇▇▇▇▇ MIDSTREAM PARTNERS L.P.
You have acquired an interest in ▇▇▇▇▇▇ Midstream Partners L.P., ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, whose taxpayer identification number is
▇▇-▇▇▇▇▇▇▇. The Internal Revenue Service has issued ▇▇▇▇▇▇ Midstream Partners
L.P. the following tax shelter registration number: __________________.
YOU MUST REPORT THIS REGISTRATION NUMBER TO THE INTERNAL REVENUE
SERVICE IF YOU CLAIM ANY DEDUCTION, LOSS, CREDIT OR OTHER TAX BENEFIT OR REPORT
ANY INCOME BY REASON OF YOUR INVESTMENT IN ▇▇▇▇▇▇ MIDSTREAM PARTNERS L.P.
You must report the registration number as well as the name and
taxpayer identification number of ▇▇▇▇▇▇ Midstream Partners L.P. on Form 8271.
FORM 8271 MUST BE ATTACHED TO THE RETURN ON WHICH YOU CLAIM THE DEDUCTION, LOSS,
CREDIT OR OTHER TAX BENEFIT OR REPORT ANY INCOME BY REASON OF YOUR INVESTMENT IN
▇▇▇▇▇▇ MIDSTREAM PARTNERS L.P.
If you transfer your interest in ▇▇▇▇▇▇ Midstream Partners L.P. to
another person, you are required by the Internal Revenue Service to keep a list
containing (a) that person's name, address and taxpayer identification number,
(b) the date on which you transferred the interest and (c) the name, address and
tax shelter registration number of ▇▇▇▇▇▇ Midstream Partners L.P. If you do not
want to keep such a list, you must (1) send the information specified above to
the Partnership, which will keep the list for this tax shelter, and (2) give a
copy of this notice to the person to whom you transfer your interest. Your
failure to comply with any of the above-
described responsibilities could result in the imposition of a penalty under
Section 6707(b) or 6708(a) of the Internal Revenue Code of 1986, as amended,
unless such failure is shown to be due to reasonable cause.
ISSUANCE OF A REGISTRATION NUMBER DOES NOT INDICATE THAT THIS
INVESTMENT OR THE CLAIMED TAX BENEFITS HAVE BEEN REVIEWED, EXAMINED OR APPROVED
BY THE INTERNAL REVENUE SERVICE.
FOR VALUE RECEIVED, __________ hereby assigns, conveys, sells and
transfers unto
---------------------------------- -----------------------------------
(Please print or typewrite name (Please insert Social Security or
other and address of Assignee) identifying number of Assignee)
__________ Subordinated Units representing limited partner interests evidenced
by this Certificate, subject to the Partnership Agreement, and does hereby
irrevocably constitute and appoint ________________________ as its
attorney-in-fact with full power of substitution to transfer the same on the
books of ▇▇▇▇▇▇ Midstream Partners L.P.
Date: NOTE: The signature to any endorsement
--------------------------- hereon must correspond with the
name as written upon the face
of this Certificate in every
particular, without alteration,
enlargement or change.
SIGNATURE(S) MUST BE
GUARANTEED BY A MEMBER - (Signature)
FIRM OF THE NATIONAL -------------------
ASSOCIATION OF
SECURITIES DEALERS, INC. ------------------- - (Signature)
OR BY A COMMERCIAL BANK
OR TRUST COMPANY
SIGNATURE(S) GUARANTEED
-------------------------
No transfer of the Subordinated Units evidenced hereby will be
registered on the books of the Partnership, unless the Certificate evidencing
the Subordinated Units to be transferred is surrendered for registration or
transfer and an Application for Transfer of Subordinated Units has been executed
by a transferee either (a) on the form set forth below or (b) on a separate
application that the Partnership will furnish on request without charge. A
transferor of the Subordinated Units shall have no duty to the transferee with
respect to execution of the transfer application in order for such transferee to
obtain registration of the transfer of the Subordinated Units.
APPLICATION FOR TRANSFER OF SUBORDINATED UNITS
The undersigned ("Assignee") hereby applies for transfer to the name of
the Assignee of the Subordinated Units evidenced hereby.
The Assignee (a) requests admission as a Substituted Limited Partner
and agrees to comply with and be bound by, and hereby executes, the First
Amended and Restated Agreement of Limited Partnership of ▇▇▇▇▇▇ Midstream
Partners L.P. (the "Partnership"), as amended, supplemented or restated to the
date hereof (the "Partnership Agreement"), (b) represents and warrants that the
Assignee has all right, power and authority and, if an individual, the capacity
necessary to enter into the Partnership Agreement, (c) appoints the General
Partner of the Partnership and, if a Liquidator shall be appointed, the
Liquidator of the Partnership as the Assignee's attorney-in-fact to execute,
swear to, acknowledge and file any document, including, without limitation, the
Partnership Agreement and any amendment thereto and the Certificate of Limited
Partnership of the Partnership and any amendment thereto, necessary or
appropriate for the Assignee's admission as a Substituted Limited Partner and as
a party to the Partnership Agreement, (d) gives the powers of attorney provided
for in the Partnership Agreement, and (e) makes the waivers and gives the
consents and approvals contained in the Partnership Agreement. Capitalized terms
not defined herein have the meanings assigned to such terms in the Partnership
Agreement.
Date:
----------------------
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Social Security or other identifying number Signature of Assignee
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Purchase Price including commissions, if any Name and Address of Assignee
Type of Entity (check one):
[ ] Individual [ ] Partnership [ ] Corporation
[ ] Trust [ ] Other (specify)
Nationality (check one):
[ ] U.S. Citizen, Resident or Domestic Entity
[ ] Foreign Corporation [ ] Non-resident Alien
If the U.S. Citizen, Resident or Domestic Entity box is checked, the
following certification must be completed.
Under Section 1445(e) of the Internal Revenue Code of 1986, as amended
(the "Code"), the Partnership must withhold tax with respect to certain
transfers of property if a holder of an interest in the Partnership is a foreign
person. To inform the Partnership that no withholding is
required with respect to the undersigned interestholder's interest in it, the
undersigned hereby certifies the following (or, if applicable, certifies the
following on behalf of the interestholder).
Complete Either A or B:
A. Individual Interestholder
1. I am not a non-resident alien for purposes of U.S. income
taxation.
2. My U.S. taxpayer identification number (Social Security
Number) is .
----------
3. My home address is
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B. Partnership, Corporation or Other Interestholder
1. __________________________________(Name of Interestholder) is
not a foreign corporation, foreign partnership, foreign trust
or foreign estate (as those terms are defined in the Code and
Treasury Regulations).
2. The interestholder's U.S. employer identification number
is
-----------.
3. The interestholder's office address and place of incorporation
(if applicable) is .
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The interestholder agrees to notify the Partnership within sixty (60)
days of the date the interestholder becomes a foreign person.
The interestholder understands that this certificate may be disclosed
to the Internal Revenue Service by the Partnership and that any false statement
contained herein could be punishable by fine, imprisonment or both.
Under penalties of perjury, I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct and
complete and, if applicable, I further declare that I have authority to sign
this document on behalf of:
--------------------------------
Name of Interestholder
--------------------------------
Signature and Date
--------------------------------
Title (if applicable)
Note: If the Assignee is a broker, dealer, bank, trust company,
clearing corporation, other nominee holder or an agent of any of the foregoing,
and is holding for the account of any other person, this application should be
completed by an officer thereof or, in the case of a broker or dealer, by a
registered representative who is a member of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc.,
or, in the case of any other nominee holder, a person performing a similar
function. If the Assignee is a broker,
dealer, bank, trust company, clearing corporation, other nominee owner or an
agent of any of the foregoing, the above certification as to any person for whom
the Assignee will hold the Subordinated Units shall be made to the best of the
Assignee's knowledge.
