UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 14, 2017

AMERICAN MIDSTREAM PARTNERS, LP
(Exact name of registrant as specified in its charter)

 
					
Delaware	 	001-35257	 	27-0855785	
(State or other jurisdiction of
incorporation)	 	(Commission
File Number)	 	(I.R.S. Employer
Identification No.)	
		
2103 CityWest Blvd, Bldg 4, Suite 800, Houston, TX 77042	 	80202	
(Address of principal executive offices)	 	(Zip Code)	
Registrant’s telephone number, including area code: (346) 241-3545
Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On December 14, 2017, American Midstream Partners, LP (the “Partnership”) and American Midstream Finance Corporation, a Delaware corporation and wholly owned subsidiary of the Partnership (the “Co-Issuer” and together with the Partnership, the “Issuers”), together with the Guarantors (as defined below) party thereto, entered into a Purchase Agreement (the “Purchase Agreement”) with Wells Fargo Securities, LLC, as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), to issue and sell $125 million in aggregate principal amount of the Issuers’ 8.500% senior notes due 2021 (the “Notes”) for resale in the United States to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the “Act”), and outside the United States to non-U.S. persons in compliance with Regulation S under the Act (the “Offering”). The Notes are 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.
The Purchase Agreement contains customary representations, warranties and covenants by the Issuers and the Guarantors and customary closing conditions. Under the terms of the Purchase Agreement, the Issuers and the Guarantors have agreed to indemnify the Initial Purchasers against certain liabilities.
Affiliates of certain of the Initial Purchasers are agents and/or lenders under the Partnership’s revolving credit facility. The Partnership expects to use the net proceeds from the Offering to reduce borrowings under its revolving credit facility, and therefore, such affiliates of certain of the Initial Purchasers will receive a portion of such proceeds. Bank of America, N.A., an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, is the administrative agent, collateral agent, L/C Issuer and a lender under the Partnership’s revolving credit facility, and Wells Fargo Bank, National Association, an affiliate of Wells Fargo Securities, LLC, is the syndication agent and a lender under the Partnership’s revolving credit facility. In addition, certain affiliates of Barclays Capital Inc., RBC Capital Markets, LLC, Citigroup Global Markets Inc., Natixis Securities Americas LLC and SunTrust Robinson Humphrey, Inc. are co-documentation agents and lenders under the Partnership’s revolving credit facility.
The description of the Purchase Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement. A copy of the Purchase Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Registration Rights Agreement
On December 19, 2017, in connection with the issuance of the Notes, the Partnership entered into a Registration Rights Agreement among the Issuers, the Guarantors and the Initial Purchasers party thereto. Under the Registration Rights Agreement, the Issuers and the Guarantors shall use their commercially reasonable best efforts to cause to be filed with the Securities and Exchange Commission a registration statement with respect to a registered exchange offer to exchange the Notes for new notes with terms substantially identical in all material respects with the Notes. The Issuers and the Guarantors will use their commercially reasonable best efforts to cause such exchange offer registration statement to become effective under the Act. In addition, the Issuers and the Guarantors will use their commercially reasonable best efforts to cause the exchange offer to be consummated not later than 360 days after December 28, 2016. Under some circumstances, in lieu of, or in addition to, a registered exchange offer, the Issuers and the Guarantors have agreed to file a shelf registration statement with respect to the Notes. The Issuers and the Guarantors are required to pay additional interest if they fail to comply with their obligations to register the Notes under the Registration Rights Agreement. The Partnership currently does not expect to complete the exchange offer by December 23, 2017 (360 days after December 28, 2016). Accordingly, the Partnership expects that the Issuers and the Guarantors will be required to pay additional interest on the Notes from December 23, 2017 until such exchange offer is completed. Additional interest accrues at 0.25% per annum for the first 90-day period following December 23, 2017 and by an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum additional rate of 1.00% per annum over the interest rate shown above, until the exchange offer is completed.
 
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The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed with this Current Report as Exhibit 4.1 and is incorporated herein by reference.
Supplemental Indenture
On December 19, 2017, the Issuers, the Guarantors and Wells Fargo Bank, National Association, as trustee, entered into a third supplemental indenture (the “Third Supplemental Indenture”) to the Indenture (as defined below). Pursuant to the Third Supplemental Indenture, certain wholly owned subsidiaries of the Partnership were added as Guarantors under the Indenture.
The foregoing description of the Third Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Supplemental Indenture, which is filed with this Current Report as Exhibit 4.2 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On December 19, 2017, the Issuers issued $125,000,000 in aggregate principal amount of the Notes under an Indenture dated December 28, 2016 (as amended and supplemented, the “Indenture”), among the Issuers, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee, and certain of the terms of the Notes were established pursuant to an officers’ certificate dated as of December 19, 2017 (the “Officers’ Certificate”) in accordance with the Indenture. The Notes are 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. The Notes are general unsecured senior obligations of the Issuers. The Notes are jointly and severally guaranteed by certain of the Partnership’s existing direct and indirect wholly owned subsidiaries (other than the Co-Issuer) and certain of the Partnership’s future subsidiaries (the “Guarantors”). The Notes rank equal in right of payment with all existing and future senior indebtedness of the Issuers, and senior in right of payment to any future subordinated indebtedness of the Issuers.
Interest and Maturity
The Notes will mature on December 15, 2021 and interest on the Notes will accrue from December 15, 2017. Interest on the Notes is payable in cash semi-annually in arrears on each June 15 and December 15, commencing June 15, 2018. Interest will be payable to holders of record on the June 1 and December 1 immediately preceding the related interest payment date, and will be computed on the basis of a 360-day year consisting of twelve 30-day months.
Optional Redemption
At any time prior to December 15, 2018, the Issuers may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon not less than 30 or more than 60 days’ notice, at a redemption price of 108.50% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more equity offerings by the Partnership, provided that:
 
 	•	 	at least 65% of the aggregate principal amount of Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Partnership and its subsidiaries); and	
 
 	•	 	the redemption occurs within 180 days of the date of the closing of each such equity offering.	
Prior to December 15, 2018, the Issuers may redeem all or part of the Notes, upon not less than 30 or more than 60 days’ notice, at a redemption price equal to the sum of:
 
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 	•	 	the principal amount thereof, plus	
 
 	•	 	the Make Whole Premium (as defined in the Indenture) at the redemption date, plus	
 
 	•	 	accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).	
On and after December 15, 2018, the Issuers may redeem all or a part of the Notes, upon not less than 30 or more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed to the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on December 15 of the years indicated below:

YEAR	  	PERCENTAGE	 	
2018	  	 	104.250	% 	
2019	  	 	102.125	% 	
2020 and thereafter	  	 	100.000	% 	
Change of Control
If a Change of Control (as defined in the Indenture) occurs, each holder of Notes may require the Partnership to repurchase all or a portion of that holder’s Notes for cash at a price equal to 101% of the aggregate principal amount of the Notes repurchased, plus any accrued but unpaid interest on the notes repurchased, to the date of settlement (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the settlement date).
Certain Covenants
The Indenture restricts the Partnership’s ability and the ability of certain of its subsidiaries to, among other things: (i) incur, assume or guarantee additional indebtedness, issue any disqualified stock or issue preferred units, (ii) create liens to secure indebtedness, (iii) pay distributions on equity securities, redeem or repurchase equity securities or redeem or repurchase subordinated securities, (iv) make investments, (v) restrict distributions, loans or other asset transfers from restricted subsidiaries, (vi) consolidate with or merge with or into, or sell substantially all of its properties to, another person, (vii) sell or otherwise dispose of assets, including equity interests in subsidiaries, (viii) enter into transactions with affiliates, (ix) engage in certain business activities and (x) enter into sale and leaseback transactions. These covenants are subject to a number of important exceptions and qualifications. If at any time the Notes are rated investment grade by either Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services and no Default or Event of Default (as each are defined in the Indenture) has occurred and is continuing, many of such covenants will terminate and the Partnership and its subsidiaries will cease to be subject to such covenants.
Events of Default
Upon a continuing event of default, the trustee or the holders of 25% of the principal amount of the Notes may declare the Notes immediately due and payable, except that a default resulting from a bankruptcy or insolvency with respect to the Partnership or any restricted subsidiary of the Partnership that is a significant subsidiary or any group of its restricted subsidiaries that, taken as a whole, would constitute a significant subsidiary of the Partnership, will automatically cause all Notes to become due and payable. Each of the following constitutes an event of default under the Indenture:
 
 	•	 	default for 30 days in the payment when due of interest on the Notes;	
 
 	•	 	default in payment when due of the principal of, or premium, if any, on the Notes;	
 
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 	•	 	failure by the Partnership to comply with the covenant relating to consolidations, mergers or transfers of all or substantially all of the Partnership’s assets or failure by the Partnership to purchase notes when required pursuant to the asset sale or change of control provisions of the Indenture;	
 
 	•	 	failure by the Partnership for 180 days after notice to comply with its reporting obligations under the Indenture;	
 
 	•	 	failure by the Partnership for 60 days after notice to comply with any of the other agreements in the Indenture;	
 
 	•	 	default under any mortgage, indenture or instrument governing any indebtedness for money borrowed or guaranteed by the Partnership or any of its restricted subsidiaries, if such default: (i) is caused by a failure to pay principal, interest or premium, if any, on said indebtedness within any applicable grace period; or (ii) results in the acceleration of such indebtedness prior to its stated maturity, and, in each case, the principal amount of the indebtedness, together with the principal amount of any other such indebtedness under which there has been a payment default or acceleration of maturity, aggregates $25.0 million or more, subject to a cure provision;	
 
 	•	 	failure by the Partnership or any of its restricted subsidiaries to pay final non-appealeable judgments aggregating in excess of $25.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;	
 
 	•	 	any guarantee is held in any judicial proceeding to be unenforceable or invalid, or ceases for any reason to be in full force and effect, or any Guarantor, or any person acting on behalf of any Guarantor, denies or disaffirms its obligations under its guarantee; and	
 
 	•	 	certain events of bankruptcy or insolvency described in the Indenture with respect to the Partnership, or any of the Partnership’s restricted subsidiaries that is a significant subsidiary or any group of its restricted subsidiaries that, taken as a whole, would constitute a significant subsidiary of the Partnership.	
The foregoing descriptions of the Indenture and the Officers’ Certificate do not purport to be complete and are qualified in their entirety by reference to the full text of the Indenture and the Officers’ Certificate, which are filed with this Current Report as Exhibits 4.3 and 4.4 and are incorporated herein by reference.
Item 8.01 Other Events.
On December 14, 2017, the Issuers issued a press release announcing the pricing of the Offering. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits

Number	  	Description	
		
  4.1	  	Registration Rights Agreement, dated as of December  19, 2017, among American Midstream Partners, LP, American Midstream Finance Corporation, the Guarantors named therein and the Initial Purchasers named therein, relating to the Notes.	
		
  4.2	  	Third Supplemental Indenture, dated as of December  19, 2017, by and among American Midstream Partners, LP, American Midstream Finance Corporation, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee.	
 
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  4.3	  	Indenture, dated as of December 28, 2016, among American Midstream Partners, LP, American Midstream Finance Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.1 to the Current Report on Form 8-K (Commission File No.  001-35257) filed on January  4, 2017).	
		
  4.4	  	Officers’ Certificate of American Midstream Partners, LP and American Midstream Finance Corporation, as Issuers, dated December 19, 2017.	
		
10.1	  	Purchase Agreement, dated as of December  14, 2017, by and among American Midstream Partners, LP and American Midstream Finance Corporation, as Issuers, Wells Fargo Securities, LLC, as representative of the several initial purchasers named therein, and the Guarantors named therein.	
		
99.1	  	Press Release issued by American Midstream Partners, LP dated December 14, 2017.	
 
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	 		 	American Midstream Partners, LP	
				
	 		 	By:	 	American Midstream GP, LLC,	
	 		 		 	its General Partner	
				
Date: December 19, 2017	 		 	By:	 	/s/ Eric Kalamaras	
	 		 	Name:	 	Eric Kalamaras	
	 		 	Title:	 	Senior Vice President and Chief Financial Officer	
 
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Exhibit 4.1
Execution Version
AMERICAN MIDSTREAM PARTNERS, LP
AMERICAN MIDSTREAM FINANCE CORPORATION
REGISTRATION RIGHTS AGREEMENT
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 ”).
The Issuers, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement dated December 14, 2017 (the “ Purchase Agreement ”), which provides for the sale by the Issuers to the Initial Purchasers of $125,000,000 aggregate principal amount of the Issuers’ 8.500% Senior Notes due 2021 (including the unconditional guarantees thereof on an unsecured senior basis as to principal, premium, if any, and interest by the Guarantors, the “ Securities ”). The Securities will be issued as “Additional Notes” (as such term is defined in the Indenture) under the Indenture. The Issuers have previously issued $300,000,000 aggregate principal amount of 8.500% Senior Notes due 2021 (the “ Existing Securities ”) under the Indenture.
As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligations under the Purchase Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
1. Definitions . As used in this Agreement, the following terms shall have the following meanings:
“ Additional Guarantor ” shall mean any subsidiary of the Partnership that executes a Subsidiary Guarantee under the Indenture after the date of this Agreement.
“ Agreement ” shall have the meaning set forth in the preamble.
“ Business Day ” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.
“ Closing Date ” shall mean the Closing Date as defined in the Purchase Agreement.
“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.
“ Exchange Dates ” shall have the meaning set forth in Section 2(a)(ii) hereof.

“ Exchange Offer ” shall mean the exchange offer by the Partnership and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.
“ Exchange Offer Registration ” shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.
“ Exchange Offer Registration Statement ” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and any document incorporated by reference therein.
“ Exchange Securities ” shall mean senior notes issued by the Issuers and guaranteed by the Guarantors under the Indenture containing terms substantially identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.
“ Existing Securities ” shall have the meaning set forth in the preamble.
“ Finance Corp. ” shall have the meaning set forth in the preamble.
“ Free Writing Prospectus ” means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Issuers or used or referred to by the Issuers in connection with the sale of the Securities or Exchange Securities.
“ Guarantors ” shall have the meaning set forth in the preamble and shall also include any Guarantor’s successors and any Additional Guarantors.
“ Holders ” shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.
“ Indemnified Person ” shall have the meaning set forth in Section 5(c) hereof.
“ Indemnifying Person ” shall have the meaning set forth in Section 5(c) hereof.
“ Indenture ” shall mean the Indenture relating to the Securities dated as of December 28, 2016, as supplemented as of March 8, 2017 and September 8, 2017, among the Issuers, the Guarantors and Wells Fargo Bank, National Association, as trustee, which Indenture also governs the Existing Securities, and as the same may be amended from time to time in accordance with the terms thereof.
“ Initial Purchasers ” shall have the meaning set forth in the preamble.
“ Inspector ” shall have the meaning set forth in Section 3(m) hereof.
“ Issuer Information ” shall have the meaning set forth in Section 5(a) hereof.
 
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“ Issuers ” shall have the meaning set forth in the preamble.
“ Majority Holders ” shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities owned directly or indirectly by the Issuers or any of their affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Issuers shall issue any additional Securities under the Indenture prior to the consummation of the Exchange Offer, or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained.
“ Participating Broker-Dealers ” shall have the meaning set forth in Section 4(a) hereof.
“ Partnership ” shall have the meaning set forth in the preamble.
“ Person ” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.
“ Prospectus ” shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein.
“ Purchase Agreement ” shall have the meaning set forth in the preamble.
“ Registrable Securities ” shall mean the Securities; provided that the Securities shall cease to be Registrable Securities on the earliest of (i) when a Registration Statement with respect to such Securities has been declared effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement or (ii) when such Securities cease to be outstanding.
“ Registration Expenses ” shall mean any and all expenses incident to performance of or compliance by the Issuers and the Guarantors with this Agreement, including, without limitation, (i) all SEC, stock exchange or Financial Industry Regulatory Authority registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the
 
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qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Issuers and the Guarantors and, in the case of a Shelf Registration Statement, the reasonable fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of the independent public accountants of the Issuers, including the expenses of any special audits or “comfort” letters required by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.
“ Registration Statement ” shall mean any registration statement filed under the Securities Act of the Issuers and the Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.
“ SEC ” shall mean the Securities and Exchange Commission.
“ Securities ” shall have the meaning set forth in the preamble.
“ Securities Act ” shall mean the Securities Act of 1933, as amended from time to time.
“ Shelf Additional Interest Date ” shall have the meaning set forth in Section 2(d) hereof.
“ Shelf Effectiveness Period ” shall have the meaning set forth in Section 2(b) hereof.
“ Shelf Registration ” shall mean a registration effected pursuant to Section 2(b) hereof.
“ Shelf Registration Statement” shall mean a “shelf” registration statement of the Issuers and the Guarantors that covers all or a portion of the Registrable Securities (but no other securities unless approved by a majority of the Holders whose Registrable Securities are to be covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.
“ Shelf Request ” shall have the meaning set forth in Section 2(b) hereof.
“ Subsidiary Guarantees ” shall mean the guarantees of the Securities and the Exchange Securities by the Guarantors under the Indenture.
“ Target Registration Date ” shall have the meaning set forth in Section 2(d) hereof.
 
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“ Trust Indenture Act ” shall mean the Trust Indenture Act of 1939, as amended from time to time.
“ Trustee ” shall mean the trustee with respect to the Securities under the Indenture.
“ Underwriter ” shall have the meaning set forth in Section 3 hereof.
“ Underwritten Offering ” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.
2. Registration Under the Securities Act . (a) To the extent not prohibited by any applicable law or applicable interpretations of the staff of the SEC, the Issuers shall use their commercially reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities, (ii) consummate the Exchange Offer no later than December 23, 2017 and (iii) have such Registration Statement remain effective until 180 days after the last Exchange Date for use by one or more Participating Broker-Dealers. The Issuers and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC.
The Issuers and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law,
(i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange;
(ii) the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the “ Exchange Dates ”);
(iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein;
(iv) that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Security, in each case, prior to the close of business on the last Exchange Date; and
(v) that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by (A) sending to the institution and at the address specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable Securities.
 
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As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Issuers and the Guarantors that (i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) such Holder has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) such Holder is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Issuers or any Guarantor and (iv) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities.
As soon as practicable after the last Exchange Date, the Issuers and the Guarantors shall:
(i) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and
(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Issuers and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder.
The Issuers and the Guarantors shall use their commercially reasonable best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the staff of the SEC.
(b) In the event that (i) the Issuers and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the staff of the SEC, (ii) the Exchange Offer is not for any other reason completed within 360 calendar days following the Closing Date, (iii) the Issuers receive a written request from any Initial Purchaser in connection with the offer or sale of Registrable Securities that are ineligible to be exchanged in the Exchange Offer or (iv) in the case of any Holder that participates in the Exchange Offer, such Holder does not receive Exchange Securities on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an affiliate of either Issuer within the meaning of the Securities Act) and so notifies (such notification or written request pursuant to the preceding clause (iii), a “ Shelf Request ”) the Issuers within 30 days after such Holder first becomes aware of such restrictions, the Issuers and the Guarantors shall use their commercially reasonable best efforts to cause to be filed as soon as practicable after such determination date or Shelf Request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective.
 
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In the event that the Issuers and the Guarantors are required to file a Shelf Registration Statement pursuant to clauses (iii) or (iv) of the preceding sentence, the Issuers and the Guarantors shall use their commercially reasonable best efforts to file and become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers or such Holder after completion of the Exchange Offer.
The Issuers and the Guarantors agree to use their commercially reasonable best efforts (i) to file the Shelf Registration Statement as promptly as practicable but in any event by the 30th day after they become obligated to make the filing, (ii) to cause the registration statement to become effective and (iii) to keep the Shelf Registration Statement continuously effective until the second anniversary of the Closing Date or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (the “ Shelf Effectiveness Period ”). The Issuers and the Guarantors further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Issuers for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use their commercially reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Issuers and the Guarantors agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.
(c) The Issuers and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.
(d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC.
In the event that the Exchange Offer is not completed on or prior to December 23, 2017 (the “ Target Registration Date ”), the interest rate on the Securities will be increased by (i) 0.25% per annum for the first 90 day period immediately following the Target Registration Date and (ii) an additional 0.25% per annum with respect to each subsequent 90 day period, in each case until the Exchange Offer is completed up to a maximum increase of 1.00% per annum. In the event that the Partnership is obligated to file a Shelf Registration Statement pursuant to Section 2(b), and the Shelf Registration Statement required to be filed thereby does not become effective prior to the 90th day after the obligation to file such Shelf Registration arises pursuant to Section 2(b) (such later date, the “ Shelf Additional Interest Date ”), then the interest rate on the Securities will
 
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be increased by (i) 0.25% per annum for the first 90 day period payable commencing from one day after the Shelf Additional Interest Date and (ii) an additional 0.25% per annum with respect to each subsequent 90 day period, in each case until the Shelf Registration Statement becomes effective up to a maximum increase of 1.00% per annum.
If the Shelf Registration Statement, if required hereby, has become effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable, in each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period, then the interest rate on the Securities will be increased by (i) 0.25% per annum for the first 90 day period (whether or not consecutive) commencing on the 31st day in such 12-month period and (ii) an additional 0.25% per annum with respect to each subsequent 90 day period and ending on such date that the Shelf Registration Statement has again become effective or the Prospectus again becomes usable, up to a maximum of 1.00% per annum of additional interest.
(e) Any additional interest paid in accordance with this Section 2 shall be liquidated damages and shall be the sole and exclusive remedy available to Holders due to a failure by the Issuers to comply with their obligations under Section 2(a) and Section 2(b).
3. Registration Procedures . In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Issuers and the Guarantors shall as expeditiously as possible
(a) prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (x) shall be selected by the Issuers and the Guarantors, (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use their commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof;
(b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;
(c) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for the Initial Purchasers, to counsel for such Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary prospectus, and any amendment or supplement thereto, in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and the Issuers consent to the use of such Prospectus and any amendment or
 
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supplement thereto in accordance with applicable law by each of the Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus, preliminary prospectus or any amendment or supplement thereto in accordance with applicable law;
(d) use their commercially reasonable best efforts to register or qualify the Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the SEC; cooperate with the Holders in connection with any filings required to be made with the Financial Industry Regulatory Authority; and do any and all other acts and things that may be reasonably necessary or advisable to enable each Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Holder; provided that neither Issuer and none of the Guarantors shall be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not so subject;
(e) in the case of a Shelf Registration, notify each Holder of Registrable Securities, counsel for such Holders and counsel for the Initial Purchasers promptly and, if requested by any such Holder or counsel, confirm such advice in writing (i) when a Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Issuers of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (iv) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of any Issuer or Guarantor contained in the Purchase Agreement cease to be true and correct in all material respects or if any Issuer or any Guarantor receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose and (v) of the happening of any event during the period a Shelf Registration Statement is effective that makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or that requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading;
(f) use their commercially reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2), including by filing an amendment to such Shelf Registration Statement on the proper form, at the earliest possible moment;
 
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(g) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested); provided, however, that any such document available on the SEC’s EDGAR database shall satisfy and such obligation;
(h) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such names (consistent with the provisions of the Indenture) as the selling Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities;
(i) in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(e)(v) hereof, use their commercially reasonable best efforts to prepare and file with the SEC a supplement or post-effective amendment to such Shelf Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Issuers and the Guarantors shall notify the Holders of Registrable Securities to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and such Holders hereby agree to suspend use of the Prospectus until the Issuers and the Guarantors have amended or supplemented the Prospectus to correct such misstatement or omission;
(j) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or of any document that is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, to the Holders of Registrable Securities and their counsel) and make such of the representatives of the Issuers and the Guarantors as shall be reasonably requested by the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities and their counsel) available for discussion of such document; and the Issuers and the Guarantors shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus, or any document that is to be incorporated by reference into a Registration Statement or a Prospectus, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities and their counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities or their counsel) shall reasonably object; provided, that this clause shall not apply to any filing by the Partnership of any Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K with respect to matters unrelated to the Securities and the offering or exchange therefor;
 
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(k) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a Registration Statement which shall be the same CUSIP number as the Existing Securities, unless it is not possible to obtain the same CUSIP number following the commercially reasonable best efforts of the Partnership to do so;
(l) cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use their commercially reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;
(m) in the case of a Shelf Registration, make available for inspection by a representative of the Holders of the Registrable Securities (an “ Inspector ”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and attorneys and accountants designated by the Holders, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Issuers and the Guarantors, and cause the respective officers, directors and employees of the Issuers and the Guarantors to supply all information reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided that if any such information is identified by the Issuers as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of any Inspector, Holder or Underwriter;
(n) in the case of a Shelf Registration, use their commercially reasonable best efforts to cause all Registrable Securities to be listed on any securities exchange or any automated quotation system on which similar securities issued or guaranteed by any Issuer or any Guarantor are then listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable listing requirements;
(o) request that each Holder of Securities to be sold pursuant to the Registration Statement to furnish the Issuers such information regarding the Holder and the distribution of the Securities as the Issuer may from time to time reasonably require for inclusion in the Registration Statement, and the Issuers may exclude from such registration the Securities of any Holder that unreasonably fails to furnish such information within a reasonable time after receiving such request; and
(p) in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those requested by the Holders of a majority in principal amount of the Registrable Securities being sold) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (i) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable
 
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Securities with respect to the business of the Partnership and its subsidiaries, the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (ii) obtain opinions of counsel to the Issuers (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder (to the extent such Holder has advised the Issuers that such Holder may have a “due diligence” defense under Section 11 of the Securities Act) and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (iii) obtain “comfort” letters from the independent certified public accountants of the Issuers (and, if necessary, any other certified public accountant of any subsidiary of the Issuers or any Guarantor, or of any business acquired by the Issuers or any Guarantor for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder (to the extent permitted by applicable professional standards) and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings and (iv) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Issuers made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in an underwriting agreement.
In the case of a Shelf Registration Statement, the Issuers may require each Holder of Registrable Securities to furnish to the Issuers such information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Issuers may from time to time reasonably request in writing.
In the case of a Shelf Registration Statement, each Holder of Registrable Securities covered in such Shelf Registration Statement agrees that, upon receipt of any notice from the Issuers of the happening of any event of the kind described in Section 3(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) hereof and, if so directed by the Issuers, such Holder will deliver to the Issuers all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities that is current at the time of receipt of such notice.
If the Issuers shall give any such notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Issuers shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. The Issuers may give any such notice so long as there are no more than 90 days during any 365-day period in which such suspensions are in effect.
 
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The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and manager or managers (the “ Underwriters ”) that will administer the offering will be selected by the Majority Holders of the Registrable Securities included in such offering; provided that such selections shall be subject to the approval of the Partnership, which approval shall not unreasonably be withheld.
4. Participation of Broker-Dealers in Exchange Offer . (a) The staff of the SEC has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “ Participating Broker-Dealer ”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities.
The Issuers understand that it is the staff of the SEC’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.
(b) In light of the above, and notwithstanding the other provisions of this Agreement, the Issuers agree to use their commercially reasonable best efforts to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(i), for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 3 of this Agreement), if requested by the Initial Purchasers or by one or more Participating Broker-Dealers, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the staff of the SEC recited in Section 4(a) above. The Issuers further agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection with the resales contemplated by this Section 4.
(c) The Initial Purchasers shall have no liability to any Issuer, any Guarantor or any Holder with respect to any request that they may make pursuant to Section 4(b) above.
5. Indemnification and Contribution . (a) Each Issuer and each Guarantor, jointly and severally, agrees to indemnify and hold harmless the Initial Purchasers and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls an Initial Purchasers or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that
 
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arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, any Free Writing Prospectus used in violation of this Agreement or any “issuer information” (“ Issuer Information ”) filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to state therein a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, in each case, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to the Initial Purchasers or any Holder furnished to the Issuers in writing by the Initial Purchasers through Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated or any selling Holder expressly for use therein.
(b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Issuers, the Guarantors, the Initial Purchasers and the other selling Holders, their respective affiliates, the directors of the Issuers, each officer of the Issuers who signed the Registration Statement and each Person, if any, who controls the Issuers, the Guarantors, the Initial Purchasers and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Issuers in writing by or on behalf of such Holder expressly for use in any Registration Statement and any Prospectus.
(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “ Indemnified Person ”) shall promptly notify the Person against whom such indemnification may be sought (the “ Indemnifying Person ”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 5 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 5. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory
 
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to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for the Initial Purchasers, their affiliates, directors and officers and any control Persons of an Initial Purchaser shall be designated in writing by the Initial Purchasers, (y) for any Holder, its affiliates, directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in all other cases shall be designated in writing by the Issuers. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.
(d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuers and the Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Issuers and the Guarantors on the one hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Issuers and the Guarantors on the one hand and the Holders on the other shall be determined
 
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by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers and the Guarantors or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
(e) The Issuers, the Guarantors and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 5 are several and not joint.
(f) The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.
(g) The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder, their respective affiliates or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Issuers, their respective affiliates or the officers or directors of or any Person controlling the Issuers, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.
6. General .
(a) No Inconsistent Agreements . The Issuers and the Guarantors have not as of the date hereof entered into, nor shall it on or after the date of this Agreement enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.
(b) Amendments and Waivers . The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Issuers have obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of
 
16

Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto.
(c) Notices . All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, facsimile, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Issuers by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchaser, the address set forth in the Purchase Agreement; (ii) if to the Issuers, initially at the Issuers’ address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at their respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed to have been duly given at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if delivered by facsimile; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.
(d) Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as the Initial Purchasers) shall have no liability or obligation to the Issuers or the Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.
(e) Third Party Beneficiaries . Each Holder shall be a third party beneficiary to the agreements made hereunder between the Issuers, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder.
(f) Counterparts . This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
 
17

(g) Headings . The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.
(h) Governing Law . This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York.
(i) Miscellaneous . This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Issuers and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.
[Remainder of This Page is Intentionally Left Blank]
 
18

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Very truly yours,	
	
AMERICAN MIDSTREAM PARTNERS, LP	
		
By:	 	AMERICAN MIDSTREAM GP, LLC,	
	 	its general partner	
		
By:	 	/s/ Eric T. Kalamaras	
			
Name:	 	Eric T. Kalamaras	
Title:	 	Senior Vice President and Chief Financial Officer	

AMERICAN MIDSTREAM FINANCE CORPORATION	
		
By:	 	/s/ Eric T. Kalamaras	
			
Name:	 	Eric T. Kalamaras	
Title:	 	Senior Vice President and Chief Financial Officer	

GUARANTORS	
	
American Midstream, LLC	
American Midstream (Alabama Gathering), LLC	
American Midstream (Alabama Intrastate), LLC	
American Midstream (AlaTenn), LLC	
American Midstream (Burns Point), LLC	
American Midstream (Lavaca), LLC	
American Midstream (Louisiana Intrastate), LLC	
American Midstream (Mississippi), LLC	
American Midstream (SIGCO Intrastate), LLC	
American Midstream (Tennessee River), LLC	
American Midstream AMPAN, LLC	
American Midstream Bakken, LLC	
American Midstream Chatom, LLC	
American Midstream Chatom Unit 1, LLC	
American Midstream Chatom Unit 2, LLC	
 
Signature Page to Registration Rights Agreement

	
American Midstream Costar, LLC	
American Midstream Delta House, LLC	
American Midstream East Texas Rail, LLC	
American Midstream Emerald, LLC	
American Midstream Gas Solutions, LP	
By:   American Midstream Gas Solutions GP, LLC, its general partner	
American Midstream Gas Solutions GP, LLC	
American Midstream Gas Solutions LP, LLC	
American Midstream Madison, LLC	
American Midstream Marketing, LLC	
American Midstream Mesquite, LLC	
American Midstream Midla
Reconfiguration, LLC	
American Midstream Offshore (Seacrest), LP	
By:   American Midstream, LLC, its general partner	
American Midstream Onshore Pipelines, LLC	
American Midstream Permian, LLC	
American Midstream Piney Woods, LLC	
American Midstream Republic, LLC	
American Midstream Transtar Gas Processing, LLC	
AMID Caddo, LLC	
AMID Crude Oil Services LLC	
AMID Crude Oil Storage LLC	
AMID Crude Trucking LLC	
AMID Energy Products Supply LLC	
AMID Liquids Trucking LLC	
AMID Merger LP	
By:   American Midstream, LLC, its general partner	
AMID NLR LLC	
AMID Payment Services LLC	
AMID Refined Products LLC	
AMID Silver Dollar Pipeline LLC	
AMID St. Croix LLC	
Argo Merger GP Sub, LLC	
Centana Gathering, LLC	
Centana Oil Gathering, LLC	
D-Day Offshore Holdings, LLC	
High Point Gas Gathering, L.L.C.	
High Point Gas Gathering Holdings, LLC	
High Point Gas Transmission, LLC	
High Point Gas Transmission Holdings, LLC	
American Midstream Blackwater, LLC	
American Midstream Terminaling, LLC	
 
Signature Page to Registration Rights Agreement

	
Blackwater Georgia, L.L.C.	
Blackwater Harvey, LLC	
Blackwater Investments, Inc.	
Blackwater Maryland, L.L.C.	
Blackwater Midstream Corp.	
Blackwater New Orleans, L.L.C.	

By:	 	/s/ Eric T. Kalamaras	
 	 	Eric T. Kalamaras	
 	 	Senior Vice President and Chief
Financial Officer	
 
Signature Page to Registration Rights Agreement

Confirmed and accepted as of the date first above written:

WELLS FARGO SECURITIES, LLC	
	
on behalf of the several Initial Purchasers named
on Exhibit A to the Purchase Agreement	
	
By: WELLS FARGO SECURITIES, LLC	
		
By:	 	/s/ Jeff Gore	
			
Name:	 	Jeff Gore	
Title:	 	Managing Director	
 
Signature Page to Registration Rights Agreement

SCHEDULE I
GUARANTORS
American Midstream, LLC
American Midstream Marketing, LLC
American Midstream (Alabama Gathering), LLC
American Midstream (Alabama Intrastate), LLC
American Midstream (Alatenn), LLC
American Midstream (Louisiana Intrastate), LLC
American Midstream (Mississippi), LLC
American Midstream (Sigco Intrastate), LLC
American Midstream (Tennessee River), LLC
American Midstream Onshore Pipelines, LLC
American Midstream Offshore (Seacrest), LP
American Midstream (Burns Point), LLC
American Midstream Chatom, LLC
American Midstream Chatom Unit 1, LLC
American Midstream Chatom Unit 2, LLC
American Midstream Madison, LLC
High Point Gas Transmission Holdings, LLC
High Point Gas Transmission, LLC
High Point Gas Gathering Holdings, LLC
High Point Gas Gathering, L.L.C.
American Midstream (Lavaca), LLC
Centana Gathering, LLC
Centana Oil Gathering, LLC
American Midstream Republic, LLC
American Midstream Costar, LLC
American Midstream Gas Solutions, LP
American Midstream Gas Solutions GP, LLC
American Midstream Gas Solutions LP, LLC
American Midstream Bakken, LLC
American Midstream Permian, LLC
American Midstream East Texas Rail, LLC
American Midstream Delta House, LLC
American Midstream Mesquite, LLC
American Midstream Transtar Gas Processing, LLC
American Midstream AMPAN, LLC
American Midstream Emerald, LLC
American Midstream Piney Woods, LLC
American Midstream Midla Reconfiguration, LLC
D-Day Offshore Holdings, LLC
American Midstream Terminaling, LLC
Blackwater Investments, Inc.
American Midstream Blackwater, LLC

Blackwater Midstream Corp.
Blackwater Georgia, L.L.C.
Blackwater Harvey, LLC
Blackwater Maryland, L.L.C.
Blackwater New Orleans, L.L.C.
ARGO Merger GP Sub, LLC
AMID Merger LP
AMID Crude Oil Services LLC
AMID Payment Services LLC
AMID Refined Products LLC
AMID Liquids Trucking LLC
AMID Energy Products Supply LLC
AMID Crude Trucking LLC
AMID Crude Oil Storage LLC
AMID Silver Dollar Pipeline LLC
AMID NLR LLC
AMID Caddo, LLC
AMID St. Croix LLC

Exhibit 4.2

 
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

 

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).
RECITALS
WHEREAS, the Issuers, the initial Guarantors and the Trustee entered into an Indenture, dated as of December 28, 2016 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Indenture”), pursuant to which the Company has issued $300,000,000 in the aggregate principal amount of 8.500% Senior Notes due 2021 (the “Notes”);
WHEREAS, Section 9.01(g) of the Indenture provides that the Issuers, the existing Guarantors and the Trustee may amend or supplement the Indenture, without the consent of the Holders of the Notes, in order to comply with Section 4.13 or otherwise add guarantees of the Notes; and
WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Issuers, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Issuers, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;
NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:
ARTICLE 1
Section 1.01. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.
Section 1.02. This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors and the Trustee.
ARTICLE 2
Section 2.01. From this date, by executing this Supplemental Indenture, (i) American Panther, LLC, (ii) Main Pass Oil Gathering Company, LLC, (iii) PAM Acquisition Company, LLC, (iv) Panther Offshore Gathering Systems, LLC, (v) Panther Operating Company, LLC and (vi) Panther Pipeline, LLC, whose signatures appear below are subject to the provisions of the Indenture to the extent provided for in Article 10 thereunder.
ARTICLE 3
Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed  (mutatis mutandis)  and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.
Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This
 
1

Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.
Section 3.03. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 3.04. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement. Signatures of the parties hereto transmitted by facsimile or .pdf shall be deemed to be their original signatures for all purposes.
[NEXT PAGE IS SIGNATURE PAGE]
 
2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.

AMERICAN MIDSTREAM PARTNERS, LP	
		
By:	 	American Midstream GP, LLC, its sole general partner	
		
By:	 	/s/ Eric T. Kalamaras	
Name:	 	Eric T. Kalamaras	
Title:	 	Senior Vice President and Chief Financial Officer	
	
AMERICAN MIDSTREAM FINANCE CORPORATION	
		
By:	 	/s/ Eric T. Kalamaras	
Name:	 	Eric T. Kalamaras	
Title:	 	Senior Vice President and Chief Financial Officer	
	
Guarantors:	
	
American Midstream, LLC	
American Midstream (Alabama Gathering), LLC	
American Midstream (Alabama Intrastate), LLC	
American Midstream (AlaTenn), LLC	
American Midstream (Burns Point), LLC	
American Midstream (Lavaca), LLC	
American Midstream (Louisiana Intrastate), LLC	
American Midstream (Mississippi), LLC	
American Midstream (SIGCO Intrastate), LLC	
American Midstream (Tennessee River), LLC	
American Midstream AMPAN, LLC	
American Midstream Bakken, LLC	
American Midstream Chatom, LLC	
American Midstream Chatom Unit 1, LLC	
American Midstream Chatom Unit 2, LLC	
American Midstream Costar, LLC	
American Midstream Delta House, LLC	
American Midstream East Texas Rail, LLC	
American Midstream Emerald, LLC	
American Midstream Gas Solutions, LP	
By: American Midstream Gas Solutions GP, LLC, its general partner	
American Midstream Gas Solutions GP, LLC	
American Midstream Gas Solutions LP, LLC	
American Midstream Madison, LLC	
American Midstream Marketing, LLC	
 
Signature Page to Third Supplemental Indenture

			
American Midstream Mesquite, LLC	
American Midstream Midla Reconfiguration, LLC	
American Midstream Offshore (Seacrest) LP	
By: American Midstream, LLC, its general partner	
American Midstream Onshore Pipelines, LLC	
American Midstream Permian, LLC	
American Midstream Piney Woods, LLC	
American Midstream Republic, LLC	
American Midstream Transtar Gas Processing, LLC	
AMID Caddo LLC	
AMID Crude Oil Services LLC	
AMID Crude Oil Storage LLC	
AMID Crude Trucking LLC	
AMID Energy Products Supply LLC	
AMID Liquids Trucking LLC	
AMID Merger LP	
By: American Midstream, LLC, its general partner	
AMID NLR LLC	
AMID Payment Services, LLC	
AMID Refined Products LLC	
AMID Silver Dollar Pipeline LLC	
AMID St. Croix LLC	
Argo Merger GP Sub, LLC	
Centana Gathering, LLC	
Centana Oil Gathering, LLC	
D-Day Offshore Holdings, LLC	
High Point Gas Gathering, L.L.C.	
High Point Gas Gathering Holdings, LLC	
High Point Gas Transmission, LLC	
High Point Gas Transmission Holdings, LLC	
PAM Acquisition Company, LLC	
Panther Offshore Gathering Systems, LLC	
Panther Operating Company, LLC	
Panther Pipeline, LLC	
American Panther, LLC	
Main Pass Oil Gathering Company, LLC	
American Midstream Blackwater, LLC	
American Midstream Terminaling, LLC	
Blackwater Georgia, L.L.C.	
Blackwater Harvey, LLC	
Blackwater Investments, Inc.	
Blackwater Maryland, L.L.C.	
Blackwater Midstream Corp.	
Blackwater New Orleans, L.L.C.	
		
By:	 	/s/ Eric T. Kalamaras	
Name:	 	Eric T. Kalamaras	
Title:	 	Senior Vice President and Chief Financial Officer	

Signature Page to Third Supplemental Indenture

			
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee	
		
By:	 	/s/ John C. Stohlmann	
Name:	 	John C. Stohlmann	
Title:	 	Vice President	
 
Signature Page to Third Supplemental Indenture

Exhibit 4.4
OFFICERS’ CERTIFICATE TO TRUSTEE
OF
AMERICAN MIDSTREAM PARTNERS, LP
AND
AMERICAN MIDSTREAM FINANCE CORPORATION
December 19, 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:
1. This Certificate is delivered to Wells Fargo Bank, National Association, as trustee (the “ Trustee ”), pursuant to Section 2.13 of the Indenture dated as of December 28, 2016 (as amended or supplemented from time to time, the “ Indenture ”), between the Issuers, the Guarantors named therein and the Trustee, in connection with the issuance, authentication and delivery (the “ Authentication ”) by the Trustee of $125,000,000 aggregate principal amount of the Issuers’ 8.500% Senior Notes due 2021 (the “ Additional Notes ”). Terms used but not defined herein have the meanings assigned to them in the Indenture.
2. The aggregate principal amount of the Additional Notes to be authenticated and delivered pursuant to the Indenture is $125,000,000.
3. The issue price, issue date, CUSIP number and corresponding ISIN of such Additional Notes are as set forth on Schedule I , attached hereto.
4. Such Additional Notes will be Transfer Restricted Securities and issued in the form of Initial Notes.
5. Such Additional Notes shall not be subject to Section 3.10 of the Indenture.
[ Signature Page Follows ]

IN WITNESS WHEREOF, the undersigned have executed this Certificate as of the date first written above.

		
By:	 	/s/ Lynn L. Bourdon III	
	 	Lynn L. Bourdon III	
	 	President and Chief Executive Officer of	
	 	AMERICAN MIDSTREAM GP, LLC, the sole general partner of American Midstream	
	 	Partners, LP	

		
By:	 	/s/ Eric T. Kalamaras	
	 	Eric T. Kalamaras	
	 	Senior Vice President and	
	 	Chief Financial Officer of	
	 	AMERICAN MIDSTREAM GP, LLC, the sole general partner of American Midstream	
	 	Partners, LP	

		
By:	 	/s/ Lynn L. Bourdon III	
	 	Lynn L. Bourdon III	
	 	President and Chief Executive Officer of	
	 	AMERICAN MIDSTREAM FINANCE CORPORATION	

		
By:	 	/s/ Eric T. Kalamaras	
	 	Eric T. Kalamaras	
	 	Senior Vice President and	
	 	Chief Financial Officer of	
	 	AMERICAN MIDSTREAM FINANCE	
	 	CORPORATION	
Signature Page to Officers’ Certificate to Trustee

Schedule I

Issue Price	  	102.375% plus accrued and unpaid interest thereon from December 15, 2017 to the Issue Date	
		
Issue Date	  	December 19, 2017	
		
CUSIP	  	Rule 144A: 02753GAA7	
		
ISIN	  	Rule 144A: US02753GAA76	

Exhibit 10.1
Execution Version

 
 
$125,000,000
AMERICAN MIDSTREAM PARTNERS, LP
AMERICAN MIDSTREAM FINANCE CORPORATION
8.500% Senior Notes due 2021
PURCHASE AGREEMENT
 
Dated: December 14, 2017

 TABLE OF CONTENTS

 	  	Page	 	
SECTION 1. Representations and Warranties	  	 	4	 	
		
SECTION 2. Sale and Delivery to Initial Purchasers; Closing; Agreements to Sell, Purchase and Resell	  	 	19	 	
		
SECTION 3. Covenants of the Issuers and the Guarantors	  	 	21	 	
		
SECTION 4. Payment of Expenses	  	 	24	 	
		
SECTION 5. Conditions to Initial Purchasers’ Obligations	  	 	25	 	
		
SECTION 6. Indemnification	  	 	27	 	
		
SECTION 7. Contribution	  	 	29	 	
		
SECTION 8. Representations, Warranties and Agreements to Survive Delivery	  	 	31	 	
		
SECTION 9. Termination of Agreement	  	 	31	 	
		
SECTION 10. Default by One or More of the Initial Purchasers	  	 	32	 	
		
SECTION 11. Notices	  	 	33	 	
		
SECTION 12. Parties	  	 	33	 	
		
SECTION 13. Governing Law and Time	  	 	33	 	
		
SECTION 14. Effect of Headings	  	 	33	 	
		
SECTION 15. Interpretation	  	 	33	 	
		
SECTION 16. Permitted Free Writing Documents; No General Solicitation	  	 	34	 	
		
SECTION 17. Absence of Fiduciary Relationship	  	 	34	 	
		
SECTION 18. Waiver of Jury Trial	  	 	34	 	
		
SECTION 19. Consent to Jurisdiction	  	 	34	 	
 
i

EXHIBITS
Exhibit A – Initial Purchasers
Exhibit B – Guarantors
Exhibit C-1 – Delaware Corporation Subsidiaries
Exhibit C-2 – Delaware LLC Subsidiaries
Exhibit C-3 – Alabama LLC Subsidiaries
Exhibit C-4 – Texas LLC Subsidiaries
Exhibit C-5 – Oklahoma LLC Subsidiary
Exhibit C-6 – Georgia LLC Subsidiary
Exhibit C-7 – Maryland LLC Subsidiary
Exhibit C-8 – Louisiana LLC Subsidiary
Exhibit C-9 – Texas LP Subsidiary
Exhibit C-10 – Delaware LP Subsidiaries
Exhibit C-11 – Nevada Corporation Subsidiary
Exhibit C-12 – Significant Subsidiaries
Exhibit D – Form of Pricing Term Sheet
Exhibit E – Amendments; Issuer Free Writing Documents
Exhibit F – Form of Opinion of Issuers Counsel
 
ii

$125,000,000
AMERICAN MIDSTREAM PARTNERS, LP
AMERICAN MIDSTREAM FINANCE CORPORATION
8.500% Senior Notes due 2021
PURCHASE AGREEMENT
December 14, 2017
Wells Fargo Securities, LLC
As Representative of the several Initial Purchasers
c/o Wells Fargo Securities, LLC
301 S. College Street
Charlotte, North Carolina 28288
Ladies and Gentlemen:
American Midstream Partners, LP, a Delaware limited partnership (the “ Partnership ”), and American Midstream Finance Corporation, a Delaware corporation (together with the Partnership, the “ Issuers ”), confirm their agreement with Wells Fargo Securities, LLC (“ Wells Fargo ”) and each of the other Initial Purchasers named on Exhibit  A hereto (collectively, the “ Initial Purchasers ,” which term shall also include any person substituted for an Initial Purchaser pursuant to Section  10 hereof), for whom Wells Fargo is acting as representative (in such capacity, the “ Representative ”), with respect to the issue and sale by the Issuers and the purchase by the Initial Purchasers, acting severally and not jointly, of $125,000,000 in aggregate principal amount of the Issuers’ 8.500% Senior Notes due 2021 (the “ Notes ”) under the terms and conditions of this Purchase Agreement (this “ Agreement ”). The Notes will be issued pursuant to the Indenture dated as of December 28, 2016, as supplemented as of March 8, 2017 and September 8, 2017 (as supplemented, the “ Indenture ”), among the Issuers, the Guarantors referred to below, and Wells Fargo Bank National Association, as trustee (the “ Trustee ”). The Issuers’ obligations under the Notes, including the due and punctual payment of interest on the Notes, will be irrevocably and unconditionally guaranteed on a senior unsecured basis (the “ Guarantees ”) by the guarantors named on Exhibit B hereto (together, the “ Guarantors ”). As used herein, the term “ Securities ” shall include the Notes and the Guarantees, unless the context otherwise requires.
The Issuers previously issued $300,000,000 in aggregate principal amount of their 8.500% Senior Notes due 2021 under the Indenture (the “ Existing Notes ”) without registration under the Securities Act of 1933, as amended (the “ 1933 Act ”), and the rules and regulations of the Securities and Exchange Commission (the “ Commission ”) promulgated thereunder, in reliance on an exemption pursuant to Section 4(a)(2) under the Securities Act. The Notes will constitute a further issuance of, are consolidated and form a single series with, and have identical terms (other than the date of issuance, public offering price, initial interest accrual date and initial payment date) to the Existing Notes. In addition, the Issuers shall enter into the Registration Rights Agreement (as defined below) with terms substantially the same as the registration rights agreement relating to the Existing Notes (except that such Registration Rights Agreement shall provide for the payment of additional interest on the Notes to the same extent such additional interest is paid on the Existing Notes).
 
1

The Partnership has entered into an Agreement and Plan of Merger dated as of October 31, 2017, as amended and supplemented, if applicable (the “ SXE Merger Agreement ,” which term, as used herein, includes all exhibits, schedules and attachments thereto, in each case as amended or supplemented if applicable), pursuant to which Southcross Energy Partners, L.P., a Delaware limited partnership (“ Southcross ”), will be merged with and into a wholly owned subsidiary of the Partnership, with Southcross as the surviving entity of such merger (the “ SXE Merger ”). Immediately prior to and as a condition to the SXE Merger, Southcross Holdings LP, a Delaware limited partnership (“ Holdings LP ” and, together with Southcross and the other affiliates of Holdings LP that are parties to the Merger Agreements (as defined below), the “ SXE Merger Agreement Parties ”), will contribute its equity interests in a new wholly owned subsidiary, which will hold substantially all the current subsidiaries and business of Holdings LP (“ SXH Holdings ”), to the Partnership and American Midstream GP, LLC, a Delaware limited liability company and the sole general partner of the Partnership (the “ General Partner ”), pursuant to that certain Contribution Agreement (the “ Holdings Contribution Agreement ” and, together with the SXE Merger Agreement, the “ Merger Agreements ”) dated as of October 31, 2017, among the Partnership, the General Partner and Holdings LP (the “ Holdings Contribution ” and, together with the SXE Merger, the “ Merger Transactions ”). The offer and sale of the Notes is not conditioned on the closing of the Merger Transactions.
The Securities will be offered and sold to the Initial Purchasers without registration under the 1933 Act, in reliance on the exemption provided by Section 4(a)(2) of the 1933 Act. The Issuers and the Guarantors have prepared a preliminary offering memorandum, dated December 14, 2017 (the “ Preliminary Offering Memorandum ”), a pricing term sheet substantially in the form attached hereto as Exhibit D (the “ Pricing Term Sheet ”) setting forth the terms of the Securities omitted from the Preliminary Offering Memorandum and will prepare an offering memorandum dated the date hereof (the “ Offering Memorandum ”), setting forth information regarding the Issuers and the Securities. The Preliminary Offering Memorandum, as supplemented by the written communications listed on Exhibit E(1) hereto, together with the Pricing Term Sheet are collectively referred to as the “ General Disclosure Package. ” The “Applicable Time” means 3:50 p.m., New York time, on December 14, 2017. The Issuers and the Guarantors hereby confirm that they have authorized the use of the General Disclosure Package and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers.
Any reference to the Preliminary Offering Memorandum, the General Disclosure Package or the Offering Memorandum shall be deemed to refer to and include the Partnership’s most recent Annual Report on Form 10-K and all subsequent documents filed with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the 1934 Act, on or prior to the date of the Preliminary Offering Memorandum, the General Disclosure Package or the Offering Memorandum, as the case may be, which are incorporated by reference therein. Any reference to the Preliminary Offering Memorandum, General Disclosure Package or the Offering Memorandum, as the case may be, as amended or supplemented, as of any specified date, shall be deemed to include any documents filed with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the 1934 Act after the date of the Preliminary Offering Memorandum, General Disclosure Package or the Offering Memorandum, as the case may be, and prior to such specified date and are incorporated by reference therein.
 
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You have advised the Issuers that you will offer and resell (the “ Exempt Resales ”) the Securities purchased by you hereunder on the terms set forth in each of the General Disclosure Package and the Offering Memorandum, as amended or supplemented, solely to (i) persons whom you reasonably believe to be “qualified institutional buyers” as defined in Rule 144A under the 1933 Act (“ QIBs ”), and (ii) in compliance with Regulation S under the 1933 Act (“ Regulation S ”). Those persons specified in clauses (i) and (ii) of this paragraph are referred to herein as “ Eligible Purchasers .”
Holders (as defined herein and including subsequent transferees) of the Securities will have the benefit of the registration rights set forth in the registration rights agreement (the “ Registration Rights Agreement ”) among the Issuers, the Guarantors and the Initial Purchasers to be dated the Closing Date (as defined herein). Pursuant to the Registration Rights Agreement, the Issuers and the Guarantors will agree to file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein, a registration statement under the 1933 Act relating to the Issuers’ 8.500% Senior Notes due 2021 (the “ Exchange Notes ”) and the Guarantors’ Exchange Guarantees (the “ Exchange Guarantees ”) to be offered in exchange for the Notes and the Guarantees (the “ Exchange Offer ”).
It is understood and agreed to by all parties hereto that as of the date hereof:
1. High Point Infrastructure Partners, LLC, a Delaware limited liability company (“ HPIP ”), and AMID GP Holdings, LLC, a Delaware limited liability company (“ AMID GP Holdings ”) and a wholly owned subsidiary of Magnolia Infrastructure Holdings, LLC, a Delaware limited liability company (“ Magnolia ”), are the only members of the General Partner;
2. The Partnership is the sole member of American Midstream, LLC, a Delaware limited liability company (the “ Operating Company ”);
3. The Partnership is, directly or indirectly, the sole shareholder of the entities listed on Exhibit C-1 (the “ Delaware Corporate Subsidiaries ”); and
4. The Operating Company owns, directly or indirectly, each of the entities listed on Exhibit C-2 (collectively, the “ Delaware LLC Subsidiaries ”), each of the entities listed on Exhibit C-3 (collectively, the “ Alabama LLC Subsidiaries ”), each of the entities listed on Exhibit C-4 (collectively, the “ Texas LLC Subsidiaries ”), the entity listed on Exhibit C-5 (the “ Oklahoma LLC Subsidiary ”), the entity listed on Exhibit C-6 (the “ Georgia LLC Subsidiary ”), the entity listed on Exhibit C-7 (the “ Maryland LLC Subsidiary ”), the entity listed on Exhibit C-8 (the “ Louisiana LLC Subsidiary ” and, together with the Delaware LLC Subsidiaries, the Alabama LLC Subsidiaries, the Texas LLC Subsidiaries, the Oklahoma LLC Subsidiary, the Georgia LLC Subsidiary and the Maryland LLC Subsidiary, the “ LLC Subsidiaries ”), the entity listed on Exhibit C-9 (the “ Texas LP Subsidiary ”), each of the entities listed on Exhibit C-10 (collectively, the “ Delaware LP Subsidiaries ” and, together with the Texas LP Subsidiary, the “ LP Subsidiaries ”) and the entity listed on Exhibit C-11 (the “ Nevada Corporation Subsidiary ” and, together with the Delaware Corporate Subsidiaries, the LLC Subsidiaries and the LP Subsidiaries, the “ Subsidiaries ”).
 
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The Partnership, the General Partner, the Operating Company, the Guarantors and each of the entities listed on Exhibit C-12 hereto that is not otherwise a Guarantor (the “ Significant Non-Guarantors ”) are sometimes referred to herein individually as a “ Partnership Entity ” and collectively as the “ Partnership Entities .” The Partnership, the General Partner and the Operating Company are sometimes referred to herein collectively as the “ Partnership Parties .”
The “ Organizational Documents ” shall mean (i) the certificates of formation of each of the Partnership Entities other than the Partnership, the Delaware Corporate Subsidiaries, the Nevada Corporate Subsidiary, American Midstream Offshore (Seacrest), LP, a Texas limited partnership and wholly owned subsidiary of the Operating Company (“ Seacrest ”), American Midstream Gas Solutions, LP, a Delaware limited partnership and wholly owned subsidiary of the Operating Company (“ Gas Solutions ”), AMID Merger LP, a Delaware limited partnership and wholly owned subsidiary of the Operating Company (“ AMID Merger ”), and Trans-Union Interstate Pipeline, L.P., a Delaware limited partnership and wholly owned subsidiary of the Operating Company (“ Trans-Union ”), (ii) the certificate of limited partnership of the Partnership, Seacrest, Gas Solutions, AMID Merger and Trans-Union, (iii) the certificate of incorporation of the Delaware Corporate Subsidiaries and the Nevada Corporate Subsidiary, (iv) the General Partner Agreement, (v) the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated April 25, 2016 (as the same may be amended and restated) (the “ Partnership Agreement ”), (vi) the Second Amended and Restated Limited Liability Company Agreement of the Operating Company, dated September 19, 2011 (as the same may be amended and restated) (the “ Operating Company Operating Agreement ”), and (vii) the limited liability company agreements, limited partnership agreements and bylaws, as the case may be, of the Guarantors and the Significant Non-Guarantors.
 SECTION 1. Representations and Warranties .
(a) Representations and Warranties by the Issuers and the Guarantors . Each of the Issuers and the Guarantors, jointly and severally, represents and warrants to each Initial Purchaser as of the date hereof, as of the Applicable Time, and as of the Closing Date referred to in Section  2(b) hereof, as follows:
(1) Rule 144A Information . The Preliminary Offering Memorandum and the Offering Memorandum, each as of its respective date, and the General Disclosure Package, as of the Applicable Time, contains all the information required by Rule 144A(d)(4) under the 1933 Act.
(2) No Material Misstatement or Omission . (i) The Preliminary Offering Memorandum, as of the date thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
 
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misleading, (iii) the Offering Memorandum, as of its date or as of the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below), when taken together with the General Disclosure Package, did not, as of the Applicable Time, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The representations and warranties in the preceding paragraph do not apply to statements contained in or omitted from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Partnership by or on behalf of any Initial Purchaser through the Representative specifically for use or inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of the Initial Purchasers consists of the information described as such in Section  6(b) hereof.
(3) Issuer Free Writing Document . The Issuers have not made any offer to sell or solicitation of an offer to buy the Securities that would constitute a “free writing prospectus” (if the offering of the Securities was made pursuant to a registered offering under the 1933 Act), as defined in Rule 405 under the 1933 Act (an “ Issuer Free Writing Document ”) without the prior consent of the Representative; any such Issuer Free Writing Document, the use of which has been previously consented to by the Initial Purchasers, is listed on Exhibit E(2). Each Issuer Free Writing Document does not include any information that conflicts with the information contained in the Preliminary Offering Memorandum, the General Disclosure Package or the Offering Memorandum, including any document incorporated by reference therein that has not been superseded or modified. The foregoing sentence does not apply to statements contained in or omitted from any Issuer Free Writing Document in reliance upon and in conformity with written information furnished to the Partnership by or on behalf of any Initial Purchaser through the Representative specifically for use or inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of any Initial Purchaser consists of the information described as such in Section  6(b) hereof.
(4) Incorporated Documents . The documents filed under the 1934 Act by the Issuers and incorporated by reference in the General Disclosure Package and the Offering Memorandum at the time they were or hereafter are filed with the Commission (collectively, the “ Incorporated Documents ”) conformed or will conform in all material respects with the requirements of the 1934 Act. Each such Incorporated Document did not and will not, when filed with the Commission, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances in which they were made, not misleading.
(5) No Material Adverse Effect . Except as otherwise stated therein, since the respective dates as of which information is given in the Preliminary Offering
 
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Memorandum or the General Disclosure Package or will be given in the Offering Memorandum, (A) there has been no (i) material adverse change in the condition, financial or otherwise, prospects, earnings, business or properties of the Partnership Entities, taken as a whole, whether or not arising from transactions in the ordinary course of business or (ii) change that could reasonably be expected to have a material adverse effect on the Issuer’s ability to perform its obligations under this Agreement or the consummation of any of the transactions contemplated hereby (together with (i) above, a “ Material Adverse Effect ”) and (B) there have been no transactions entered into by any of the Partnership Entities, other than those in the ordinary course of business, which are material with respect to the Partnership Entities, taken as a whole.
(6) No Registration . No registration of the Notes or the Guarantees under the 1933 Act, and no qualification of the Indenture under the Trust Indenture Act of 1939, as amended, with respect thereto, is required for the sale of the Notes and the Guarantees to the Initial Purchasers as contemplated hereby or for the initial resale of Securities by the Initial Purchasers to the Eligible Purchasers, assuming the accuracy of the Initial Purchasers’ representations in this Agreement.
(7) No General Solicitation . No form of general solicitation or general advertising within the meaning of Regulation D under the 1933 Act (including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising) (each, a “ General Solicitation ”) was used by the Partnership or any of its affiliates or any of its representatives (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation) in connection with the offer and sale of the Securities.
(8) Regulation S Compliance . No directed selling efforts within the meaning of Rule 902 under the 1933 Act were used by the Partnership Entities or any of their representatives (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation) with respect to Securities sold in reliance on Regulation S, and the Issuers and any affiliate of the Issuers and any person acting on their behalf (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation) have complied with and will implement the “offering restrictions” required by Rule 902 under the 1933 Act.
(9) No Integration . None of the Issuers or Guarantors nor any other person acting on behalf of any Issuer or Guarantor has sold or issued any securities that would be integrated with the offering of the Securities contemplated by this Agreement pursuant to the 1933 Act, the 1933 Act Regulations or the interpretations thereof by the Commission.
(10) Full Power . Each of the Issuers and Guarantors has all requisite corporate, limited liability company or limited partnership, as applicable, power and authority to execute this Agreement, the Registration Rights Agreement, the Notes, the Guarantees, the Exchange Notes and the Exchange Guarantees (together with the Indenture, the “ Transaction Documents ”) and to perform its obligations under each of the Transaction Documents.
 
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(11) Authorization, Execution and Delivery of this Agreement . This Agreement has been duly authorized, executed and delivered by each of the Issuers and Guarantors.
(12) The Indenture . The Indenture has been duly authorized, executed and delivered by each of the Issuers and Guarantors and, assuming the due authorization, execution and delivery thereof by the Trustee, constitutes a valid and binding agreement of each of the Issuers and Guarantors, enforceable against each of the Issuers and Guarantors in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally or by general principles of equity (the “ Enforceability Exceptions ”).
(13) The Registration Rights Agreement . The Registration Rights Agreement has been duly authorized by each of the Issuers and Guarantors. When the Registration Rights Agreement has been executed and delivered in accordance with the terms hereof and thereof (assuming the due authorization, execution and delivery thereof by the Initial Purchasers), it will constitute a valid and binding agreement of each of the Issuers and Guarantors, enforceable against each of the Issuers and Guarantors in accordance with its terms, except as enforcement thereof may be limited by the Enforceability Exceptions.
(14) The Notes . The Notes have been duly authorized and, assuming the due authentication of the Notes by the Trustee at the Closing Date, will have been duly executed by each of the Issuers and, when delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of each of the Issuers, enforceable against each of the Issuers in accordance with their terms, except as enforcement thereof may be limited by the Enforceability Exceptions, and will be in the form contemplated by, and entitled to the benefits of, the Indenture.
(15) The Exchange Notes . The Exchange Notes have been duly authorized. If and when issued and authenticated in accordance with the terms of the Indenture and delivered in accordance with the Exchange Offer provided in the Registration Rights Agreement, will be validly issued and will constitute valid and binding obligations of each of the Issuers, enforceable against each of the Issuers in accordance with their terms, except as enforcement thereof may be limited by the Enforceability Exceptions, and will be in the form contemplated by, and entitled to the benefits of, the Indenture.
(16) The Guarantees . The Guarantees have been duly authorized by the Guarantors, and upon the due execution, authentication and delivery of the Securities in accordance with the Indenture and the issuance of the Securities in the sale to the Initial Purchasers contemplated by this Agreement, will constitute valid and binding obligations of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, except as enforcement thereof may be limited by the Enforceability Exceptions, and will be in the form contemplated by, and entitled to the benefits of, the Indenture.
 
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(17) The Exchange Guarantees . The Exchange Guarantees have been duly authorized by the Guarantors and if and when executed and delivered by the Guarantors in accordance with the terms of the Indenture and upon the due execution and authentication of the Exchange Notes in accordance with the Indenture and the issuance and delivery of the Exchange Notes in the Exchange Offer contemplated by the Registration Rights Agreement, will be validly issued will constitute valid and binding obligations of the Guarantors, enforceable against each of the Issuers in accordance with their terms, except as enforcement thereof may be limited by the Enforceability Exceptions, and will be in the form contemplated by, and entitled to the benefits of, the Indenture.
(18) Authorization of Merger Agreements . The Merger Agreements have been duly authorized, executed and delivered by, and, assuming the due authorization, execution and delivery thereof by the other parties thereto, are valid and binding agreements of, the Partnership and the General Partner, enforceable in accordance with their terms, and, to the knowledge of the Partnership, the Merger Agreements have been duly authorized, executed and delivered by, and are valid and binding agreements of each of the SXE Merger Agreement Parties, enforceable in accordance with their terms, except as enforcement thereof may be limited by the Enforceability Exceptions.
(19) Representations in Merger Agreements. To the actual knowledge of the officers of the General Partner, all representations and warranties of each of the parties to the Merger Agreements set forth in the Merger Agreements are true and correct in all material respects as of the date hereof, except to the extent such representations and warranties are made as of another date, in which case, such representations and warranties are true and correct in all material respects as of that date, in each case with the same force and effect as if made on the date hereof.
(20) Formation and Good Standing of the Partnership Entities . Each of the Partnership Entities has been duly formed and is validly existing as a limited partnership, corporation or limited liability company, as applicable, in good standing under the laws of the jurisdiction in which it is organized with full limited partnership, corporate or limited liability company, as applicable, power and authority to own or lease, as the case may be, and to operate its properties and conduct its business, and in the case of the General Partner, act as the General Partner of the Partnership, in each case in all material respects as described in the General Disclosure Package and the Offering Memorandum, and is duly qualified to do business as a foreign limited partnership, corporation or limited liability company, as applicable, and is in good standing under the laws of each jurisdiction that requires such qualification, except where the failure to so qualify would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
(21) Ownership of the General Partner . HPIP and AMID GP Holdings are the only members of the General Partner. HPIP owns 77% of the membership interests in the General Partner and AMID GP Holdings owns 23% of the membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the General Partner Agreement and are fully paid (to the extent
 
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required under the General Partner Agreement) and non-assessable (except as such non-assessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “ Delaware LLC Act ”)); and HPIP and AMID GP Holdings own such membership interests free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (“ Liens ”).
(22) Ownership of the General Partner Interest in the Partnership . The General Partner is the sole general partner of the Partnership and owns a 1.27% general partner interest in the Partnership, on an as converted basis (the “ GP Interest ”), and 100% of the incentive distribution rights, as such term is defined in the Partnership Agreement (the “ Incentive Distribution Rights ”); the GP Interest has been duly authorized and validly issued in accordance with the Partnership Agreement; the Incentive Distribution Rights have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “ Delaware LP Act ”)); and the General Partner owns such GP Interest and Incentive Distribution Rights free and clear of all Liens, except for restrictions on transferability as described in the General Disclosure Package and the Offering Memorandum.
(23) Capitalization . As of the date hereof, the issued and outstanding partnership interests of the Partnership consist of 52,740,090 Common Units, 10,719,398 Series A convertible preferred units representing limited partner interests in the Partnership, 8,965,447 Series C convertible preferred units representing limited partner interests in the Partnership, the GP Interest, the Incentive Distribution Rights and any Common Units, phantom units or other interests issued pursuant to the Partnership’s Long-Term Incentive Plan (“ LTIP ”).
(24) Ownership of the Operating Company . The Partnership is the sole member of the Operating Company and owns 100% of the membership interests in the Operating Company; such membership interests have been duly authorized and validly issued in accordance with the Operating Company Operating Agreement and are fully paid (to the extent required under the Operating Company Operating Agreement) and non-assessable (except as such non-assessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such membership interests free and clear of all Liens, except for (i) restrictions on transferability contained in the Operating Company Operating Agreement and (ii) those Liens securing obligations under the Partnership’s Second Amended and Restated Credit Agreement, dated as of March 8, 2017, by and among the Partnership, the Operating Company, Blackwater Investments, Inc., Bank of America, N.A., Wells Fargo Bank, National Association, Bank of Montreal, Capital One National Association, Citibank, N.A., SunTrust Bank, Natixis New York Branch, ABN AMRO Capital USA LLC, Barclays Bank PLC, Royal Bank of Canada, Santander Bank, N.A., Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and the lenders party thereto (as amended, the “ Credit Agreement ”).
 
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(25) Ownership of the Delaware Corporate Subsidiaries . The Partnership owns, directly or indirectly, 100% of the issued and outstanding shares of capital stock of the Delaware Corporate Subsidiaries; such issued and outstanding capital stock has been duly authorized and validly issued in accordance with the Organizational Documents of the Delaware Corporate Subsidiaries and is fully paid and non-assessable and none of the outstanding shares of capital stock of the Delaware Corporate Subsidiaries were issued in violation of any preemptive rights or similar rights; and the Partnership owns, directly or indirectly, such capital stock interest free and clear of all Liens, except for Liens arising under or in connection with the Credit Agreement.
(26) Ownership of the Subsidiaries . Except as set forth on Exhibit C-2 , the Operating Company owns, directly or indirectly, 100% of the capital stock, membership interests, general partner interests or limited partner interests, as applicable, in each of the Subsidiaries; such equity interests have been duly authorized and validly issued in accordance with the Organizational Documents of each Subsidiary and are fully paid (to the extent required under such Organizational Documents) and non-assessable (except as to any such general partner interests and except as such non-assessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act, Sections 17-303, 17-607 and 17-804 of the Delaware LP Act, or any corollary provision of any other applicable state of organization’s statutes); and the Operating Company owns, directly or indirectly, such equity interests free and clear of all Liens, except for (i) restrictions on transferability as set forth in any of the Subsidiaries’ Organizational Documents and (ii) those Liens securing obligations under the Credit Agreement.
(27) Interests in Other Entities . Other than the GP Interest, the Incentive Distribution Rights, 1,349,609 Common Units and its 100% membership interest in AMID Merger GP II LLC, the General Partner does not own, and at the Closing Date will not own, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity. Other than (i) the Partnership’s ownership of its 100% membership interest in the Operating Company, (ii) the Partnership’s ownership, directly or indirectly, of 100% of the capital stock of the Delaware Corporate Subsidiaries and (iii) the Operating Company’s ownership, directly or indirectly, of the capital stock, membership interests, general partner interests and limited partner interests, as applicable, in each of the Subsidiaries set forth above, neither the Partnership nor the Operating Company owns, and at the Closing Date neither will own, directly or indirectly, any equity or long-term debt securities of any corporation, partnership, limited liability company, joint venture, association or other entity.
(28) Authorization of Organizational Documents . (i) The Partnership Agreement has been duly authorized, executed and delivered by the General Partner and is a valid and legally binding agreement of the General Partner, enforceable against the General Partner in accordance with its terms; (ii) the General Partner Agreement has been duly authorized, executed and delivered by each party thereto, and is a valid and legally binding agreement of each party thereto, enforceable against each party thereto in accordance with its terms; (iii) the Operating Company Operating Agreement has been duly authorized, executed and delivered by the Partnership and is a valid and legally
 
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binding agreement of the Partnership, enforceable against the Partnership in accordance with its terms; and (iv) each Organizational Document of each Guarantor and Significant Non-Guarantor has been duly authorized, executed and delivered by each of the parties thereto, and is a valid and legally binding agreement of each of the parties thereto, enforceable against each of the parties thereto in accordance with its terms, provided , that with respect to each such agreement described in this Section  1(a)(29) , the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, any applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.
(29) Contract Descriptions . There is no contract or other document of a character required to be described in a registration statement filed under the 1933 Act or filed as exhibits to a registration statement of the Partnership pursuant to Item 601 of Regulation S-K, which is not described in the Preliminary Offering Memorandum, the General Disclosure Package or the Offering Memorandum or filed as required (and the Preliminary Offering Memorandum contains in all material respects the same description of the foregoing matters contained in the Offering Memorandum).
(30) Forward-Looking and Supporting Information . Each of the forward-looking statements (within the meaning of Section 27A of the 1933 Act and Section 21E of the Exchange Act) made by the Partnership included in or incorporated by reference in the General Disclosure Package and the Offering Memorandum was made or will be made with a reasonable basis and in good faith.
(31) Investment Company Act . None of the Issuers or Guarantors is and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the General Disclosure Package and the Offering Memorandum under the caption “Use of Proceeds,” will be, required to register as an “investment company” as defined in the Investment Company Act of 1940, as amended.
(32) Absence of Further Requirements . (A) No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign, (B) no authorization, approval, vote or consent of any holder of capital stock or other securities of any of the Issuers or Guarantors or creditor of any of the Partnership Entities, (C) no authorization, approval, waiver or consent under any Organizational Document, and (D) no authorization, approval, vote or consent of any other person or entity, is necessary or required for the execution, delivery or performance by the Issuers or the Guarantors of their obligations under the Transaction Documents, for the offering, issuance, sale or delivery of the Notes or the Guarantees hereunder, or for the consummation of any of the other transactions contemplated by this Agreement, in each case on the terms contemplated by the General Disclosure Package and the Offering Memorandum, except that no representation is made as to such as may be required under state or foreign securities laws.
 
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(33) No Breach or Violation . Neither the issuance and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of any of the Partnership Entities pursuant to, (i) the Organizational Documents, (ii) the Transaction Documents, (iii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which any of the Partnership Entities is a party or bound or to which its or their property is subject, or (iv) any statute, law, rule, regulation, judgment, order or decree applicable to any of the Partnership Entities of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over any of the Partnership Entities or any of their properties in a proceeding to which any of them or their property is a party, except for Liens securing obligations under the Credit Agreement and except, in the case of clauses (iii) or (iv), where such breach or violation would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
(34) Financial Statements; Non-GAAP Financial Measures . The historical consolidated financial statements, notes and schedules of the Partnership and its consolidated subsidiaries included or incorporated by reference in the General Disclosure Package and the Offering Memorandum present fairly in all material respects the financial condition, results of operations and cash flows of the Partnership and its subsidiaries, as of the dates and for the periods indicated, comply in all material respects as to form with the applicable accounting requirements of the 1933 Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The other financial information of the Partnership and its consolidated subsidiaries, including non-GAAP financial measures, if any, contained or incorporated by reference in the General Disclosure Package and the Offering Memorandum has been derived from the accounting records of the Partnership, its consolidated subsidiaries and its unconsolidated affiliates, which include Pinto Offshore Holdings, LLC (“ Pinto ”), Destin Pipeline Company, L.L.C. (“ Destin ”), Tri-States NGL Pipeline, L.L.C. (“ Tri-States ”), Delta House FPS, LLC (“ FPS ”), Delta House Oil and Gas Lateral, LLC (“ Lateral ”), Wilprise Pipeline Company, L.L.C. (“ Wilprise ”), Okeanos Gas Gathering Company, L.L.C. (“ Okeanos ”), Main Pass Oil Gathering Company, LLC (“ Main Pass ”) (except that beginning August 8, 2017, the Partnership consolidated Main Pass), and American Midstream Mesquite, LLC (representing an equity interest of 48.4% in the Mesquite system), and fairly presents the information purported to be shown thereby. Nothing has come to the attention of any of the Partnership Entities that has caused them to believe that the statistical and market-related data included in the General Disclosure Package and the Offering Memorandum is not based on or derived from sources that are reliable and accurate in all material respects.
(35) Pro Forma Financial Statements . The pro forma financial statements included or incorporated by reference in the General Disclosure Package and the Offering Memorandum include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein,
 
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the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial statements included or incorporated by reference in the General Disclosure Package and the Offering Memorandum. The pro forma financial statements included or incorporated by reference in the General Disclosure Package and the Offering Memorandum comply as to form in all material respects with the applicable requirements of Article 11 of Regulation S-X under the 1933 Act.
(36) Business Reporting Language . The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the General Disclosure Package and the Offering Memorandum fairly presents the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
(37) No Actions or Proceedings . No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the Partnership Entities or its or their property is pending or, to the knowledge of the Partnership, threatened that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, except as set forth in or contemplated in the General Disclosure Package and the Offering Memorandum.
(38) Absence of Violations, Defaults and Conflicts . None of the Partnership Entities is in violation or default of (i) any provision of its Organizational Documents, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over any of the Partnership Entities or any of such Partnership Entities’ properties, as applicable, except in the cases of clauses (ii) and (iii) where (i) such violation or default would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (ii) as set forth in or contemplated in the General Disclosure Package.
(39) Independent Registered Public Accounting Firm . Each of (i) PricewaterhouseCoopers LLP, who has certified certain financial statements of the Partnership and its consolidated subsidiaries (the “ Partnership Financial Statements ”), Destin and Okeanos, (ii) BDO USA, LLP, who has certified certain financial statements of Pinto, FPS, Lateral and Main Pass, (iii) Ernst & Young LLP, who has certified certain financial statements of Destin, Okeanos, Tri-States and Main Pass, and (iv) Deloitte & Touche LLP, who has certified certain financial statements of Tri-States, all of which financial statements are included in the General Disclosure Package and each of whom has delivered its reports with respect to the audited financial statements and schedules included in the General Disclosure Package and the Offering Memorandum, is an independent auditor with respect to the Partnership, Destin, Okeanos, Pinto, FPS, Lateral, Main Pass and Tri-States, as the case may be, within the meaning of the 1933 Act and the applicable published rules and regulations thereunder.
 
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(40) Tax Returns . The Partnership Entities have filed all tax returns that are required to be filed through the date of this Agreement or have requested extensions thereof except (i) in any case in which the failure so to file would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) as set forth in or contemplated in the General Disclosure Package and the Offering Memorandum, and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, except as set forth in or contemplated in the General Disclosure Package and the Offering Memorandum.
(41) Labor Disputes . No labor dispute with the employees of any of the Partnership Entities exists or, to the knowledge of the General Partner or the Partnership, is threatened or imminent, and the General Partner and the Partnership are not aware of any existing or imminent labor disturbance by the employees of any of the Partnership Entities’ principal suppliers, contractors or customers, that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, except as set forth in or contemplated in the General Disclosure Package and the Offering Memorandum.
(42) Insurance . Except as disclosed in the General Disclosure Package, the Partnership Entities carry or are entitled to the benefits of, insurance relating to the business of the Partnership Entities, with reputable insurers, in such amounts and covering such risks as is commercially reasonable, and all such insurance is in full force and effect; the Partnership Entities are in compliance with the terms of such policies and instruments in all material respects; and there are no claims by any of the Partnership Entities under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; none of the Partnership Entities has been refused any insurance coverage sought or applied for. The Partnership Parties have received no notice from such insurers that the Partnership Entities will not be able to (i) renew their existing insurance coverage relating to the business of the Partnership Entities as and when such policies expire or (ii) obtain comparable coverage relating to the business of the Partnership Entities as may be necessary or appropriate to conduct such business as now conducted and at a cost that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
(43) Dividends . No subsidiary of the Partnership is currently prohibited, directly or indirectly, from paying any dividends to the Partnership, from making any other distribution on such subsidiary’s equity interests, from repaying to the Partnership any loans or advances to such subsidiary from the Partnership or from transferring any of such subsidiary’s property or assets to the Partnership or any other subsidiary of the Partnership, except as described in or contemplated by the General Disclosure Package and the Offering Memorandum.
(44) Licenses and Permits . The Partnership Entities possess all licenses, certificates, permits and other authorizations issued by all applicable authorities
 
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necessary to conduct their respective businesses, except to the extent that failure to possess any of the foregoing, would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, and none of the Partnership Entities has received any notice of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit, which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to result in a Material Adverse Effect, except as set forth in or contemplated in the General Disclosure Package and the Offering Memorandum.
(45) Accounting Controls . The Partnership Entities maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the General Disclosure Package and the Offering Memorandum, the Partnership Entities’ internal controls over financial reporting are effective and the Partnership Entities are not aware of any material weakness in their internal controls over financial reporting.
(46) Disclosure Controls and Procedures . The Partnership Entities maintain “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act) and (i) such disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Partnership in the reports it files or will file or submit under the 1934 Act, as applicable, is accumulated and communicated to management of the General Partner, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure to be made and (ii) except as disclosed in the General Disclosure Package and the Offering Memorandum, such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established to the extent required by Rules 13a-15(e) and 15d-15(e) of the 1934 Act.
(47) Stabilization . Neither the General Partner nor the Partnership has taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the 1934 Act or otherwise, stabilization or manipulation of the price of any security of the Partnership in connection with the offering of the Securities.
(48) Environmental Laws . The Partnership Entities are (i) in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“ Environmental Laws ”), (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received notice of any actual or potential liability under any environmental law, except
 
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where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a Material Adverse Effect and except as set forth in or contemplated in the General Disclosure Package and the Offering Memorandum. Except as set forth in the General Disclosure Package and the Offering Memorandum, none of the Partnership Entities has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.
(49) Compliance with ERISA . Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect: (i) the Partnership Entities are in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published governmental interpretations thereunder (“ ERISA ”); (ii) no “reportable event” (as defined in Section 4043(c) ERISA) has occurred with respect to any “pension plan” (as defined in Section 3(2) of ERISA) for which any Partnership Entity would have any liability, excluding any reportable event for which a waiver could apply; (iii) no Partnership Entity has incurred, nor does any such entity expect to incur, liability under (a) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (b) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published governmental interpretations thereunder (the “ Code ”) with respect to any “pension plan”; (iv) each “pension plan” for which the any Partnership Entity would have any liability that is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination or opinion letter from the Internal Revenue Service to the effect that it is so qualified and, to the knowledge of the Partnership Entities, nothing has occurred, whether by action or by failure to act, which could reasonably be expected to cause the loss of such qualification; and (v) no Partnership Entity has incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for payment of premiums in the ordinary course of business).
(50) Compliance with the Sarbanes-Oxley Act . There is and has been no failure on the part of the Partnership or any of the directors or officers of the General Partner, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder or implementing provisions thereof (the “ Sarbanes-Oxley Act ”), including Section 402 relating to loans and Sections 302 and 906 relating to certifications.
(51) Foreign Corrupt Practices Act . None of the Partnership Entities nor, to the knowledge of the General Partner and the Partnership, any director, officer, agent, employee or affiliate of the Partnership Entities, is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “ FCPA ”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official
 
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thereof or any candidate for foreign political office, in contravention of the FCPA; and the Partnership Entities and, to the knowledge of the General Partner and the Partnership, their affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
(52) Compliance with Money Laundering Laws . The operations of the Partnership Entities are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the Partnership Entities with respect to the Money Laundering Laws is pending or, to the best knowledge of the General Partner and the Partnership, threatened.
(53) No Conflicts with Sanctions Laws . None of the Partnership Entities nor, to the knowledge of the General Partner and the Partnership, any director, officer, agent, employee or affiliate of the Partnership Entities, is currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”); and the General Partner and the Partnership will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person that at the time of such financing is subject to any U.S. sanctions administered by OFAC.
(54) Statistical and Market-Related Data . Any statistical and market-related data included in the General Disclosure Package or the Offering Memorandum are based on or derived from sources that the Partnership believes to be reliable and accurate and, to the extent required, the Partnership has obtained the written consent to the use of such data from such sources.
(55) Significant Subsidiaries . As of September 30, 2017, the Subsidiaries listed on Exhibit C-12 attached hereto were the only significant subsidiaries of the Partnership as defined by Rule 1-02 of Regulation S-X of the 1933 Act.
(56) Intellectual Property . Except for such exceptions that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, the Partnership Entities own, possess, license or have other rights to use, on reasonable terms, all patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “ Intellectual Property ”) necessary for the conduct of the Partnership Entities’ business as now conducted or as proposed in the General Disclosure Package and the Offering Memorandum to be conducted and there is no pending or, to the knowledge of the
 
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Partnership, threatened action, suit, proceeding or claim by others challenging the Partnership Entities’ rights in or to any such Intellectual Property, and the Partnership is unaware of any facts which would form a reasonable basis for any such claim.
(57) Title to Property . Each Subsidiary has indefeasible title to all real property (excluding easements, rights-of-way, restrictions or covenants of record, if any, and rights of third parties that would be disclosed by a survey) and good and marketable title to all personal property described in the General Disclosure Package and the Offering Memorandum, if any, as being owned by each of them, which real and personal property is free and clear of all Liens, except (i) as described, and subject to the limitations contained, in the General Disclosure Package and the Offering Memorandum, if any, (ii) that arise under or are expressly permitted by the Credit Agreement, or (iii) as do not materially interfere with the use of such properties taken as a whole as they have been used in the past and are proposed to be used in the future as described in the General Disclosure Package and the Offering Memorandum, if any. All the real and personal property described in the General Disclosure Package and the Offering Memorandum, if any, as being held under lease by any of the Partnership Entities is held thereby under valid, subsisting and enforceable leases and with such exceptions as do not materially interfere with the use of such properties in the manner in which such properties are used in the business of the Partnership as described in the General Disclosure Package and the Offering Memorandum, if any.
(58) Rights-of-Way . Each of the Partnership Entities has such consents, easements, rights-of-way, permits or licenses from each person (collectively, “ rights-of-way ”) as are necessary to conduct its business in the manner described, and subject to the limitations contained, in the General Disclosure Package and the Offering Memorandum, if any, except for (i) qualifications, reservations and encumbrances that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect and (ii) such rights-of-way that, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; other than as set forth, and subject to the limitations contained, in the General Disclosure Package and the Offering Memorandum, if any, each of the Partnership Entities has, or at the Closing Date, following consummation of the transactions contemplated hereby will have, fulfilled and performed, in all material respects, its obligations with respect to such rights-of-way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; and, except as described in the General Disclosure Package and the Offering Memorandum, if any, none of such rights-of-way contains any restriction that is materially burdensome to the Partnership Entities, taken as a whole.
(59) Absence of Manipulation . None of the Partnership Entities has taken or will take, directly or indirectly, any action designed to or that would constitute or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Securities.
 
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(60) Brokers . There is not a broker, finder or other party that is entitled to receive from any of the Partnership Entities any brokerage or finder’s fee or other fee or commission as a result of any of the transactions contemplated by this Agreement, except for underwriting discounts and commissions payable to the Initial Purchasers in connection with the sale of the Securities pursuant to this Agreement.
(61) Transactions with Related Persons . No relationship, direct or indirect, that would be required to be described in a registration statement of the Partnership pursuant to Item 404 of Regulation S-K exists, including between or among any of the Partnership Entities, on the one hand, and the directors, officers, affiliates, stockholders, customers or suppliers of any of the Partnership Entities, on the other hand, that has not been described in the General Disclosure Package and the Offering Memorandum.
(62) Solvency . Immediately after the consummation of the transactions contemplated by the Agreement, the fair value and present fair saleable value of the assets of each of the Issuers and the Guarantors will exceed the sum of its stated liabilities and identified contingent liabilities. Each of the Issuers and the Guarantors is not now nor, after giving effect to the issuance of the Securities and the execution and delivery of this Agreement and the Registration Rights Agreement and the performance of this Agreement, the Registration Rights Agreement and the Indenture and the consummation of the transactions contemplated thereby or described in the Offering Memorandum, will be (i) insolvent, (ii) left with unreasonably small capital with which to engage in its anticipated business or (iii) incurring debts or other obligations beyond its ability to pay such debts or obligations as they become due.
(63) Description of the Securities and Agreements . The Securities, the Exchange Notes, the Guarantees and the Exchange Guarantees, when issued and delivered in accordance with the terms of this Agreement against payment therefor as provided herein, the Merger Agreements, the Registration Rights Agreement and the Indenture conform and will conform in all material respects to the descriptions thereof contained in the General Disclosure Package and the Offering Memorandum.
(b) Certificates . Any certificate signed by any officer of the General Partner and delivered to the Representative or counsel for the Initial Purchasers in connection with the offering of the Securities shall be deemed a representation and warranty by the Issuers and the Guarantors, as to matters covered thereby, to each Initial Purchaser.
 SECTION 2. Sale and Delivery to Initial Purchasers; Closing ; Agreements to Sell, Purchase and Resell
(a) The Securities . On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each of the Issuers and Guarantors agrees to sell to each Initial Purchaser, severally and not jointly, and each Initial Purchaser, severally and not jointly, agrees to purchase from each of the Issuers and the Guarantors, the aggregate principal amount of Securities set forth opposite such Initial Purchaser’s name in Exhibit  A hereto plus any additional principal amount of Securities which such Initial Purchaser may become obligated to purchase pursuant to the provisions of Section  10 hereof, in each case at a price equal to 100.625% of the principal amount thereof, plus accrued and unpaid interest thereon from December 15, 2017 to the Closing Date.
 
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(b) Payment . Payment of the purchase price for, and delivery of, the Securities shall be made at the offices of Gibson, Dunn & Crutcher LLP, 1221 McKinney Street, Houston, TX 77002, or at such other place as shall be agreed upon by the Representative and the Partnership, at 9:00 A.M. (Houston time) on December 19, 2017 (unless postponed in accordance with the provisions of Section  10 ), or such other time not later than five business days after such date as shall be agreed upon by the Representative and the Partnership (such time and date of payment and delivery being herein called the “ Closing Date ”).
Payment shall be made to the Partnership by wire transfer of immediately available funds as provided herein against delivery to the Representative for the respective accounts of the Initial Purchasers of the Securities to be purchased by them. It is understood that each Initial Purchaser has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Wells Fargo, individually and not as representative of the Initial Purchasers, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Initial Purchaser whose funds have not been received by the Closing Date, but such payment shall not relieve such Initial Purchaser from its obligations hereunder.
(c) Delivery of Securities . The Issuers shall make one or more global certificates (collectively, the “ Global Securities ”) representing the Securities available for inspection by the Representative not later than 1:00 p.m., New York City time, on the business day prior to the Closing Date and, on or prior to the Closing Date, the Issuers shall deliver the Global Securities to the Depository Trust Company (“ DTC ”) or to the Trustee, acting as custodian for DTC, as applicable. Delivery of the Securities to the Initial Purchasers on the Closing Date shall be made through the facilities of DTC unless the Representative shall otherwise instruct.
(d) Representations of the Initial Purchasers . Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to the Issuers that it intends to offer the Securities for sale upon the terms and conditions set forth in this Agreement and in the General Disclosure Package as soon as advisable in the judgment of the Initial Purchasers. Each of the Initial Purchasers, severally and not jointly, hereby represents and warrants to, and agrees with, the Issuers, on the basis of the representations, warranties and agreements of the Issuers and the Guarantors, that such Initial Purchaser: (i) is a QIB; (ii) in connection with the Exempt Resales, will sell the Securities only to the Eligible Purchasers; and (iii) will not engage in any directed selling efforts within the meaning of Rule 902 under the 1933 Act, in connection with the offering of the Securities. The Initial Purchasers have advised the Issuers that they will resell the Securities to Eligible Purchasers at a price initially equal to 102.375% of the principal amount thereof, plus accrued and unpaid interest thereon, from December 15, 2017 to the Closing Date. Such price may be changed by the Initial Purchasers at any time without notice. Each of the Initial Purchasers understands that the Issuers and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to this Agreement, counsel to the Partnership Entities and counsel to the Initial Purchasers, will rely upon the accuracy and truth of the foregoing representations, warranties and agreements, and the Initial Purchasers hereby consent to such reliance.
 
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 SECTION 3. Covenants of the Issuers and the Guarantors . Each of the Issuers and Guarantors, jointly and severally, covenants with each Initial Purchaser as follows:
(a) Securities Law Compliance . The Issuers will (i) advise each Initial Purchaser promptly after obtaining knowledge (and, if requested by any Initial Purchaser, confirm such advice in writing) of (A) the issuance by any U.S. or non-U.S. federal or state securities commission of any stop order suspending the qualification or exemption from qualification of any of the Securities for offer or sale in any jurisdiction, or the initiation of any proceeding for such purpose by any U.S. or non-U.S. federal or state securities commission or other regulatory authority, or (B) the happening of any event that makes any statement of a material fact made in the General Disclosure Package, any Issuer Free Writing Document or the Offering Memorandum, untrue or that requires the making of any additions to or changes in the General Disclosure Package, any Issuer Free Writing Document or the Offering Memorandum, to make the statements therein, or omitting to state a material fact necessary in the light of the circumstances under which they were made, not misleading, (ii) use their reasonable best efforts to prevent the issuance of any stop order or order suspending the qualification or exemption from qualification of any of the Securities under any securities or “Blue Sky” laws of U.S. state or non-U.S. jurisdictions and (iii) if, at any time, any U.S. or non-U.S. federal or state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of any of the Securities under any such laws, use their reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time.
(b) Amendments . The Issuers will give the Representative notice of their intention to prepare any amendment, supplement or revision to the Preliminary Offering Memorandum, the Offering Memorandum or any Issuer Free Writing Document, and the Issuers will furnish the Representative with copies of any such documents within a reasonable amount of time prior to such proposed use, and will not use any such document to which the Representative or counsel for the Initial Purchasers shall reasonably object, except as required by law. The Issuers have given the Representative notice of any filings made by the Partnership pursuant to the 1934 Act or the rules and regulations of the Commission thereunder (the “ 1934 Act Regulations ”) within 48 hours prior to the Applicable Time. The Issuers will give the Representative notice of the Partnership’s intention to make any such filing from and after the Applicable Time through the Closing Date (or, if later, through the completion of the distribution of the Securities by the Initial Purchasers to Eligible Purchasers) and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representative or counsel for the Initial Purchasers shall reasonably object.
(c) Delivery of Disclosure Documents to the Representative . The Issuers will deliver to the Representative and counsel for the Initial Purchasers, within a reasonable time and without charge, such number of copies of the Preliminary Offering Memorandum, the Pricing Term Sheet and the Offering Memorandum and any amendment or supplement to any of the foregoing as they reasonably request.
 
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(d) Continued Compliance with Securities Laws . The Issuers will comply with the 1933 Act, the rules and regulations thereunder (the “ 1933 Act Regulations ”), the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated by this Agreement, the General Disclosure Package and the Offering Memorandum. If at any time prior to the completion of the distribution of the Securities by the Initial Purchasers to Eligible Purchasers, any event shall occur or condition shall exist as a result of which it is necessary (or if the Representative or counsel for the Initial Purchasers shall notify the Issuers that, in their judgment, it is necessary) to amend or supplement the General Disclosure Package or the Offering Memorandum (or, in each case, any documents incorporated by reference therein) so that the General Disclosure Package or the Offering Memorandum, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made not misleading or if it is necessary (or, if the Representative or counsel for the Initial Purchasers shall notify the Issuers that, in their judgment, it is necessary) to amend or supplement the General Disclosure Package or the Offering Memorandum (or, in each case, any documents incorporated by reference therein) in order to comply with the requirements of the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations, the Issuers will promptly notify the Representative of such event or condition and of their intention to prepare such amendment or supplement (or, if the Representative or counsel for the Initial Purchasers shall have notified the Issuers as aforesaid, the Issuers will promptly notify the Representative of their intention to prepare such amendment or supplement) and will promptly prepare, subject to Section  3(b) hereof, such amendment or supplement as may be necessary to correct such untrue statement or omission or to comply with such requirements, and the Issuers will furnish to the Initial Purchasers such number of copies of such amendment or supplement as the Initial Purchasers may reasonably request. If at any time an event shall occur or condition shall exist as a result of which it is necessary (or if the Representative or counsel for the Initial Purchasers shall notify the Issuers that, in their judgment, it is necessary) to amend or supplement any Issuer Free Writing Document so that it will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it is necessary (or, if the Representative or counsel for the Initial Purchasers shall notify the Issuers that, in their judgment, it is necessary) to amend or supplement such Issuer Free Writing Document in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Issuers will promptly notify the Representative of such event or condition and of their intention to prepare such amendment or supplement (or, if the Representative or counsel for the Initial Purchasers shall have notified the Issuers as aforesaid, the Issuers will promptly notify the Representative of their intention to prepare such amendment or supplement) and will promptly prepare and, subject to Section  3(b) hereof distribute, such amendment or supplement as may be necessary to eliminate or correct such conflict, untrue statement or omission or to comply with such requirements, and the Issuers will furnish to the Initial Purchasers such number of copies of such amendment or supplement as the Initial Purchasers may reasonably request.
 
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(e) Use of Offering Materials . Each of the Issuers and Guarantors consents to the use of the General Disclosure Package and the Offering Memorandum in accordance with the securities or “Blue Sky” laws of the jurisdictions in which the Securities are offered by the Initial Purchasers and by all dealers to whom Securities may be sold, in connection with the offering and sale of the Securities.
(f) “Blue Sky” and Other Qualifications . The Issuers will use their best efforts, in cooperation with the Initial Purchasers, to qualify the Securities for offering and sale, or to obtain an exemption for the Securities to be offered and sold, under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may designate and to maintain such qualifications and exemptions in effect for so long as required for the distribution of the Securities; provided , however , that the Issuers shall not be obligated to file any general consent to service of process or to qualify as a foreign limited partnership or corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified or are exempt, the Issuers will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect for so long as required for the distribution of the Securities.
(g) Use of Proceeds . The Partnership will use the net proceeds received by it from the sale of the Securities in the manner specified in the Preliminary Offering Memorandum and the Offering Memorandum under “Use of Proceeds.”
(h) Restriction on Sale of Securities . From and including the date of this Agreement through and including the 45th day after the date of this Agreement, the Issuers and the Guarantors will not, without the prior written consent of Wells Fargo, directly or indirectly issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option or right to sell or otherwise transfer or dispose of any debt securities of or guaranteed by any of the Issuers or Guarantors (other than the Securities issued under this Agreement) or any securities convertible into or exercisable or exchangeable for any debt securities of or guaranteed by the Issuers except for the Exchange Notes and Exchange Guarantees.
(i) Rule 144A Information . So long as any of the Securities are outstanding, during any period in which the Partnership is not subject to and in compliance with Section 13 or 15(d) of the 1934 Act, the Issuers and the Guarantors will, furnish at their expense to the Initial Purchasers, and, upon request, to the holders of the Securities and prospective purchasers of the Securities the information required by Rule 144A(d)(4) under the 1933 Act (if any).
(j) Pricing Term Sheet . The Issuers will prepare the Pricing Term Sheet reflecting the final terms of the Securities, in substantially the form attached hereto as Exhibit  D and otherwise in form and substance satisfactory to the Representative; provided that the Issuers will furnish the Representative with copies of any such Pricing Term Sheet.
 
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(k) Preparation of the Offering Memorandum . Immediately following the execution of this Agreement, the Issuers will, subject to Section  3(b) hereof, prepare the Offering Memorandum, which shall contain the public offering price and terms of the Securities, the plan of distribution thereof and such other information as the Representative and the Issuers may deem appropriate.
(l) DTC . The Issuers will use commercially reasonable efforts to permit the Securities to be eligible for clearance and settlement through DTC.
(m) No Stabilization . The Issuers, the Guarantors and their respective affiliates will not take, directly or indirectly, any action designed to or that has constituted or that reasonably could be expected to cause or result in the stabilization or manipulation of the price of any security of the Issuers or the Guarantors in connection with the offering of the Securities.
(n) No Affiliate Resales . The Issuers and the Guarantors will not, and will not permit any of their respective affiliates (as defined in Rule 144 under the 1933 Act) to, resell any of the Securities that have been acquired by any of them, except for Securities purchased by the Issuers, the Guarantors or any of their respective affiliates and resold in a transaction registered under the 1933 Act.
(o) No General Solicitation . In connection with any offer or sale of the Securities, the Issuers and the Guarantors will not engage, and will cause their respective affiliates and any person acting on their behalf (other than, in any case, the Initial Purchasers and any of their affiliates, as to whom the Issuers and the Guarantors make no covenant) not to engage (i) in any form of general solicitation or general advertising (within the meaning of Regulation D of the 1933 Act) or any public offering within the meaning of Section 4(a)(2) of the 1933 Act in connection with any offer or sale of the Securities and/or (ii) in any directed selling effort with respect to the Securities (within the meaning of Regulation S under the 1933 Act), and to comply with the offering restrictions requirement of Regulation S of the 1933 Act.
(p) No Integration . The Issuers will not, and will ensure that no affiliate of the Issuers that the Issuers control will, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the 1933 Act) that would be integrated with the sale of the Securities in a manner that would require the registration under the 1933 Act of the sale to the Initial Purchaser or to the Eligible Purchasers of the Securities.
(q) Transaction Documents . The Issuers and the Guarantors will do and perform all things required or necessary to be done and performed under the Transaction Documents by them prior to the Closing Date, and to satisfy all conditions precedent to the Initial Purchasers’ obligations hereunder to purchase the Securities.
 SECTION 4. Payment of Expenses .
(a) Expenses . The Issuers and the Guarantors, jointly and severally, will pay all expenses incident to the performance of their respective obligations under this Agreement,
 
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including (i) the preparation, printing and delivery of the Preliminary Offering Memorandum, the General Disclosure Package, the Offering Memorandum and any Issuer Free Writing Documents and each amendment thereto (in each case including exhibits) and any costs associated with electronic delivery of any of the foregoing, (ii) the word processing and delivery to the Initial Purchasers of each of the Transaction Documents and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities and the issuance and delivery of the Securities to the Initial Purchasers, including any issue or other transfer taxes and any stamp or other taxes or duties payable in connection with the sale, issuance or delivery of the Securities to the Initial Purchasers, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Issuers and the Guarantors, (v) the qualification or exemption of the Securities under securities laws in accordance with the provisions of Section  3(f) hereof, including the reasonable fees and disbursements of counsel for the Initial Purchasers in connection therewith and in connection with the preparation, printing and delivery of the Blue Sky Survey and any supplements thereto, (vi) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Transaction Documents, (vii) all fees charged by any rating agencies for rating the Securities and all expenses and application fees incurred in connection with the approval of the Securities for clearance, settlement and book-entry transfer through DTC and (viii) all reasonable travel expenses of each Initial Purchaser and the Issuers’ officers and employees and any other expenses of each Initial Purchaser and the Issuers in connection with attending or hosting meetings with prospective purchasers of the Securities, and expenses associated with any electronic road show.
(b) Termination of Agreement . If this Agreement is terminated by the Representative in accordance with the provisions of Section  5 or Section  9(a)(i) , Section  9(a)(iii)(A) or Section  9(a)(v) hereof, the Issuers and the Guarantors, jointly and severally, will reimburse the Initial Purchasers for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Initial Purchasers.
 SECTION 5. Conditions to Initial Purchasers ’ Obligations . The obligations of the several Initial Purchasers hereunder are subject to the accuracy, on the date hereof and at the Closing Date, of the representations and warranties of the Issuers and the Guarantors contained in this Agreement, or in certificates signed by any officer of any of the Issuers or Guarantors or any subsidiary of the Issuers (whether signed on behalf of such officer, the Issuers or such subsidiary) delivered to the Representative or counsel for the Initial Purchasers, to the performance by the Issuers and the Guarantors of their respective covenants and other obligations hereunder, and to the following further conditions:
(a) Opinion of Counsel for Issuers and the Guarantors . At the Closing Date, the Representative shall have received the favorable opinions, dated as of the Closing Date, of (i) Gibson, Dunn & Crutcher LLP, counsel for the Issuers and the Guarantors (“ Issuers Counsel ”), in form and substance satisfactory to the Representative, to the effect set forth in Exhibit F hereto, (ii) Miles & Stockbridge P.C., in its capacity as special Maryland counsel for Blackwater Maryland, L.L.C., in form and substance satisfactory to the Representative, (iii) Adams and Reese LLP, in its capacity as special Alabama, Georgia, Louisiana and Nevada counsel for certain of the Guarantors, in form and substance satisfactory to the Representative, and (iv) Conner & Winters, LLP, in its capacity as special Oklahoma counsel for AMID Crude Oil Storage LLC, in form and substance satisfactory to the Representative.
 
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(b) Opinion of Counsel for Initial Purchasers . At the Closing Date, the Representative shall have received the favorable letter, dated as of the Closing Date, of Vinson & Elkins L.L.P., counsel for the Initial Purchasers, with respect to the Securities to be sold by the Issuers pursuant to this Agreement, the Indenture, the General Disclosure Package and the Offering Memorandum, and any amendments or supplements thereto and such other matters as the Representative may reasonably request.
(c) Officers’ Certificate . At the Closing Date, there shall not have been, since the date hereof or since the respective dates as of which information is given in the General Disclosure Package and the Offering Memorandum (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of the Issuers and their subsidiaries taken as a whole, whether or not arising in the ordinary course of business, and, at the Closing Date, the Representative shall have received a certificate, signed on behalf of each of the Issuers and Guarantors by the principal executive officer, principal financial officer and principal accounting officer of the General Partner, dated as of the Closing Date, to the effect that (i) there has been no such material adverse change with respect to the Issuers and their subsidiaries, (ii) the representations and warranties of the Issuers and the Guarantors in this Agreement are true and correct at and as of the Closing Date with the same force and effect as though expressly made at and as of the Closing Date and (iii) the Issuers and the Guarantors have complied with all agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the Closing Date under or pursuant to this Agreement.
(d) Accountants’ Comfort Letter . At the time of the execution of this Agreement, the Representative shall have received from each of PricewaterhouseCoopers LLP, BDO USA, LLP, Ernst & Young LLP and Deloitte & Touche LLP a letter or letters, as the case may be, dated the date of this Agreement and in form and substance satisfactory to the Representative containing statements and information of the type ordinarily included in accountants’ “comfort letters” to initial purchasers with respect to the financial statements and certain financial information, including the pro forma financial statements and financial information of the Issuers and SXH Holdings, contained in the General Disclosure Package, any Issuer Free Writing Documents (other than any electronic road show) and the Offering Memorandum and any amendments or supplements to any of the foregoing.
(e) Bring-down Comfort Letter . At the Closing Date, the Representative shall have received from each of PricewaterhouseCoopers LLP, BDO USA, LLP, Ernst & Young LLP and Deloitte & Touche LLP a letter or letters, as the case may be, dated as of the Closing Date and in form and substance satisfactory to the Representative, to the effect that they reaffirm the statements made in the letter or letters furnished pursuant to subsection (d) of this Section, except that the specified date referred to shall be a date not more than three business days prior to the Closing Date.
 
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(f) No Downgrade . There shall not have occurred, on or after the date of this Agreement, any downgrading in the rating of any debt securities of or guaranteed by the Issuers, or any debt securities of any subsidiary or subsidiary trust of the Issuers, by any “nationally recognized statistical rating organization” (as defined by the Commission in Section 3(a)(62) of the 1934 Act) or any public announcement that any such organization has placed its rating on the Issuers or any such debt securities under surveillance or review or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization that the Issuers or any such debt securities has been placed on negative outlook.
(g) DTC Eligibility . The Securities shall be eligible for clearance and settlement through DTC.
(h) Transaction Documents . The Issuers, the Guarantors and the other parties thereto shall have executed and delivered each of the Transaction Documents, and the Initial Purchasers shall have received an original copies thereof, duly executed by the Issuers, the Guarantors and the other parties thereto.
(i) Additional Documents . At the Closing Date, counsel for the Initial Purchasers shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, contained in this Agreement, or as the Representative or counsel for the Initial Purchasers may otherwise reasonably request; and all proceedings taken by the Issuers or any Guarantor in connection with the issuance and sale of the Securities as herein contemplated and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Representative.
(j) Termination of Agreement . If any condition specified in this Section  5 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by notice to the Issuers and the Guarantors at any time on or prior to the Closing Date and such termination shall be without liability of any party to any other party except as provided in Section  4 hereof and except that Sections  1 , 4(b) , 6 , 7 , 8 , 11 , 12 , 13 , 14 , 15 , 17 , 18 and 19 hereof shall survive any such termination of this Agreement and remain in full force and effect.
 SECTION 6. Indemnification .
(a) Indemnification by the Issuers and the Guarantors . Each of the Issuers and Guarantors agrees, jointly and severally, to indemnify and hold harmless each Initial Purchaser, its affiliates, and its and their officers, directors, agents and each person, if any, who controls any Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:
 
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against any and all loss, liability, claim, damage and expense whatsoever (including any amount paid in settlement or pursuant to a judgment or other disposition of any litigation, investigation or proceeding provided such settlement is effected with the written consent of the Issuers), as incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact included or incorporated by reference in the Preliminary Offering Memorandum, any Issuer Free Writing Document, the General Disclosure Package or the Offering Memorandum (or any amendment or supplement to any of the foregoing), or in any materials, presentations or information provided to investors by, or with the approval of, the Issuers or any Guarantor in connection with the marketing of the offering of the Securities, including any road show or investor presentations made to investors by the Issuers (whether in person or electronically), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigation, preparing for or defending any such loss, liability, claim, damage or action;
provided , however , that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of or based upon any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information about any Initial Purchaser furnished to the Issuers or any Guarantor by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, any Issuer Free Writing Document, the General Disclosure Package or the Offering Memorandum (or in any amendment or supplement to any of the foregoing), it being understood and agreed that the only such information furnished by the Initial Purchasers as aforesaid consists of the information described as such in Section  6(b) hereof.
(b) Indemnification by the Initial Purchasers . Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuers and the Guarantors, their respective officers, directors and each person, if any, who controls the Issuers within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section  6 , as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, included in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information relating to such Initial Purchaser furnished to the Issuers or any Guarantor by such Initial Purchaser through the Representative expressly for use therein. The Issuers and the Guarantors hereby acknowledge and agree that the information furnished to the Issuers and any Guarantor by the Initial Purchasers through the Representative expressly for use in the Preliminary Offering Memorandum, any Issuer Free Writing Document or the Offering Memorandum (or any amendment or supplement to any of the foregoing), consists exclusively of the information in the Preliminary Offering Memorandum and the Offering Memorandum appearing under the caption “Plan of Distribution—Stabilization and Short Positions” and the information regarding market making by the Initial Purchasers appearing in the first paragraph under the caption “Plan of Distribution—Rule 144A and Regulation S.”
 
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(c) Actions Against Parties; Notification . Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder; provided , however , that the failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability that it may have under this Section  6 ; provided further , that the failure to so notify such indemnifying party shall not relive such indemnifying party from any liability that it may have to such indemnified party otherwise than under this Section  6 . Counsel to the indemnified parties shall be selected as follows: counsel to the Initial Purchasers and the other indemnified parties referred to in Section  6(a) above shall be selected by Wells Fargo; and counsel to the Issuers and the Guarantors, their respective directors, each of their respective officers and each person, if any, who controls the Issuers within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall be selected by the Issuers and the Guarantors. An indemnifying party may participate at its own expense in the defense of any such action; provided , however , that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Initial Purchasers and the other indemnified parties referred to in Section  6(a) above; and the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for the Issuers and the Guarantors, their respective directors, each of their respective officers and each person, if any, who controls the Issuers within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. The indemnifying party under this Section  6 shall not be liable for any settlement of any proceeding effected without its written consent, which will not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against loss, claim, damage, liability, or expense by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section  6 or Section  7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnifying party will be liable under this Section 6 for any settlement of any claim or action effected without its prior written consent, which shall not be unreasonably withheld.
 SECTION 7. Contribution . If the indemnification provided for in Section  6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect
 
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the relative benefits received by the Issuers and the Guarantors on the one hand and the Initial Purchasers on the other hand from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuers and the Guarantors on the one hand and of the Initial Purchasers on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Issuers and the Guarantors on the one hand and the Initial Purchasers on the other hand in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Issuers and the Guarantors and the total underwriting discounts and commissions received by the Initial Purchasers, in each case as determined pursuant to this Agreement, bear to the aggregate initial offering price of the Securities as set forth on the cover of the Offering Memorandum.
The relative fault of the Issuers and the Guarantors on the one hand and the Initial Purchasers on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Issuers and the Guarantors on the one hand or by the Initial Purchasers on the other hand and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Issuers, the Guarantors and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section  7 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section  7 . The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section  7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.
Notwithstanding the provisions of this Section  7 , no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total discounts and commissions from the sale to Eligible Purchasers of the Securities initially purchased by it exceeds the amount of any damages which such Initial Purchaser has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
For purposes of this Section  7 , each affiliate, officer, director, and employee of each Initial Purchaser and each person, if any, who controls any Initial Purchaser within the meaning
 
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of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Initial Purchaser, and each director of the Issuers and of each Guarantor, each officer of the Issuers and of each Guarantor, and each person, if any, who controls the Issuers within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Issuers and the Guarantors. The Initial Purchasers’ respective obligations to contribute pursuant to this Section  7 are several in proportion to the principal amount of Securities set forth opposite their respective names in Exhibit  A hereto and not joint.
 SECTION 8. Representations, Warranties and Agreements to Survive Delivery . All representations, warranties and agreements contained in this Agreement or in certificates signed by any officer of the Issuers or any of their subsidiaries (whether signed on behalf of such officer, the Issuers, or such subsidiary) and delivered to the Representative or counsel to the Initial Purchasers, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Initial Purchaser, its affiliates and any of their any officers, directors, employees, or agents of any Initial Purchaser or any person controlling any Initial Purchaser, or by or on behalf of any of the Issuers or Guarantors, any officer, director or employee of any of the Issuers or Guarantors or any person controlling any of the Issuers or Guarantors, and shall survive delivery of and payment for the Securities.
 SECTION 9. Termination of Agreement .
(a) Termination; General . The Representative may terminate this Agreement, by notice to the Issuers and the Guarantors, at any time on or prior to the Closing Date (i) if there has been, at any time on or after the date of this Agreement or since the respective dates as of which information is given in the General Disclosure Package or the Offering Memorandum (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of the Issuers and their subsidiaries taken as a whole, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any declaration of a national emergency or war by the United States, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions (including, without limitation, as a result of terrorist activities), in each case the effect of which is such as to make it, in the judgment of the Representative, impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities or to enforce contracts for the sale of the Securities on the terms and in the manner contemplated in the General Disclosure Package and the Offering Memorandum, or (iii) (A) if trading in any securities of the Partnership has been suspended or materially limited by the Commission or the New York Stock Exchange (the “ NYSE ”), or (B) if trading generally on the NYSE, the Nasdaq Global Select Market or the Nasdaq Global Market has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission or any other governmental authority, or (C) if a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe, or (iv) if a banking moratorium has been declared by
 
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either Federal or New York authorities or (v) if there shall have occurred, on or after the date of this Agreement, any downgrading in the rating of any debt securities of or guaranteed by the Issuers or any Guarantor, by any “nationally recognized statistical rating organization” (as defined by the Commission in Section 3(a)(62) of the 1934 Act) or any public announcement that any such organization has placed its rating on the Issuers or any Guarantor or any such debt securities under surveillance or review or on a so-called “watch list” (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by any such organization that the Issuers or any Guarantor or any such debt securities has been placed on negative outlook.
(b) Liabilities . If this Agreement is terminated pursuant to this Section  9 , such termination shall be without liability of any party to any other party except as provided in Section  4 hereof, and except that Sections  1 , 4(b) , 6 , 7 , 8 , 11 , 12 , 13 , 14 , 15 , 17 , 18 and 19 hereof shall survive such termination and remain in full force and effect.
 SECTION 10. Default by One or More of the Initial Purchasers . (a) If one or more of the Initial Purchasers shall fail at the Closing Date to purchase the aggregate principal amount of Securities which it or they are obligated to purchase under this Agreement (the “ Defaulted Securities ”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other purchaser, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then:
(i) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Initial Purchasers; or
(ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities, this Agreement shall terminate without liability on the part of any non-defaulting Party.
No action taken pursuant to this Section  10 shall relieve any defaulting Initial Purchaser from liability in respect of its default. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Partnership Parties, except that the Partnership Parties will continue to be liable for the payment of expenses as set forth in Section 4 hereof and except that the provisions of Section 6 hereof shall not terminate and shall remain in effect.
In the event of any such default which does not result in a termination of this Agreement, the Representative or the Issuers shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the General Disclosure Package or Offering Memorandum or in any other documents or arrangements. As used herein, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section  10 .
 
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 SECTION 11. Notices . All notices and other communications hereunder shall be in writing, shall be effective only upon receipt and shall be mailed, delivered by hand or overnight courier, or transmitted by fax (with the receipt of any such fax to be confirmed by telephone). Notices to the Initial Purchasers shall be directed to the Representative at Wells Fargo Securities, LLC, 301 S. College St., 6 th Floor, Charlotte, North Carolina 28288, Attention: Transaction Management, fax no. (704) 383-9165 (with such fax to be confirmed by telephone to (704) 715-0541); and notices to the Issuers or any Guarantor shall be directed to American Midstream Partners, LP, 2103 CityWest Blvd., Houston, TX 77042, Attention: General Counsel, Fax: (713) 278-8870 (with such fax to be confirmed by telephone to (346) 241-3400).
 SECTION 12. Parties . This Agreement shall inure to the benefit of and be binding upon the Initial Purchasers, the Issuers, the Guarantors and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Initial Purchasers, the Issuers, the Guarantors and their respective successors and the controlling persons and other indemnified parties referred to in Sections  6 and 7 and their successors, heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Initial Purchasers, the Issuers, the Guarantors and their respective successors, and said controlling persons and other indemnified parties and their successors, heirs and legal representatives, and for the benefit of no other person or entity. No purchaser of Securities from any Initial Purchaser shall be deemed to be a successor by reason merely of such purchase.
 SECTION 13. G overning L aw and Time . THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.
 SECTION 14. Effect of Headings . The Section and Exhibit headings herein are for convenience only and shall not affect the construction hereof.
 SECTION 15. Interpretation .
All references in this Agreement to the Preliminary Offering Memorandum and the Offering Memorandum, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing shall be deemed to include all versions thereof delivered (physically or electronically) to the Representative or the Initial Purchasers.
All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Preliminary Offering Memorandum or the Offering Memorandum (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Preliminary Offering Memorandum or the Offering Memorandum, as the case may be; and all references in this Agreement to amendments or supplements to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to mean and include the filing of any document under the 1934 Act which is incorporated by reference in the Preliminary Offering Memorandum or the Offering Memorandum.
 
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 SECTION 16. Permitted Free Writing Documents; No General Solicitation .
(a) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Issuers, the Guarantors and the Representative, it will not make, any offer relating to the Securities pursuant to an Issuer Free Writing Prospectus; provided that the prior written consent of the Issuers, the Guarantors and the Representative shall be deemed to have been given in respect of the Issuer Free Writing Documents, if any, listed on Exhibit  E(2) hereto and to any electronic road show in the form previously provided by the Issuers to and approved by the Representative.
(b) In connection with any offer or sale of the Securities, the Initial Purchasers have not, and will not, engage, and have caused, or will cause, their respective affiliates and any person acting on their behalf (other than, in any case, the Issuers and the Guarantors and any of their affiliates, as to whom the Initial Purchasers make no representation or covenant) not to engage (i) in any form of general solicitation or general advertising (within the meaning of Regulation D of the 1933 Act) or any public offering within the meaning of Section 4(a)(2) of the 1933 Act in connection with any offer or sale of the Securities and/or (ii) in any directed selling effort with respect to the Securities (within the meaning of Regulation S under the 1933 Act), and to comply with the offering restrictions requirement of Regulation S of the 1933 Act.
 SECTION 17. Absence of Fiduciary Relationship . The Issuers and the Guarantors acknowledge and agree that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Issuers, on the one hand, and the Initial Purchasers, on the other, (ii) in connection therewith and with the process leading to such transaction each Initial Purchaser is acting solely as a principal and not an agent or fiduciary of either of the Issuers, (iii) no Initial Purchaser has assumed an advisory or fiduciary responsibility in favor of either the Issuers with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Initial Purchaser has advised or is currently advising either of the Issuers on other matters) or any other obligation to the Issuers except the obligations expressly set forth in this Agreement and (iv) each of the Issuers has consulted its own legal and financial advisors to the extent it deemed appropriate. Each of the Issuers agrees that it will not claim that any Initial Purchaser has rendered advisory services of any nature or respect, or owes a fiduciary to similar duty to either of the Issuers, in connection with such transaction or the process leading thereto.
 SECTION 18. Waiver of Jury Trial . The Issuers, the Guarantors and each of the Initial Purchasers hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
 SECTION 19. Consent to Jurisdiction . The Issuers and the Guarantors hereby submit to the non-exclusive jurisdiction of any U.S. federal or state court located in the Borough of Manhattan, the City and County of New York in any action, suit or proceeding arising out of or relating to or based upon this Agreement or any of the transactions contemplated hereby, and the
 
34

Issuers and the Guarantors irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding in any such court arising out of or relating to this Agreement or the transactions contemplated hereby and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding has been brought in an inconvenient forum.
[ Signature Page Follows ]
 
35

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuers and the Guarantors a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial Purchasers, the Issuers and the Guarantors in accordance with its terms.

Very truly yours,	
	
AMERICAN MIDSTREAM PARTNERS, LP	
		
By:	 	American Midstream GP, LLC, its sole general partner	
		
By:	 	/s/ Eric T. Kalamaras	
	 	Eric T. Kalamaras	
	 	Senior Vice President and Chief Financial Officer	
	
AMERICAN MIDSTREAM FINANCE
CORPORATION	
		
By:	 	/s/ Eric T. Kalamaras	
	 	Eric T. Kalamaras	
	 	Senior Vice President and Chief Financial Officer	

Guarantors:	
	
American Midstream, LLC	
American Midstream (Alabama Gathering), LLC	
American Midstream (Alabama Intrastate), LLC	
American Midstream (AlaTenn), LLC	
American Midstream (Burns Point), LLC	
American Midstream (Lavaca), LLC	
American Midstream (Louisiana Intrastate), LLC	
American Midstream (Mississippi), LLC	
American Midstream (SIGCO Intrastate), LLC	
American Midstream (Tennessee River), LLC	
American Midstream AMPAN, LLC	
American Midstream Bakken, LLC	
 
Signature page to Purchase Agreement

	
American Midstream Chatom, LLC	
American Midstream Chatom Unit 1, LLC	
American Midstream Chatom Unit 2, LLC	
American Midstream Costar, LLC	
American Midstream Delta House, LLC	
American Midstream East Texas Rail, LLC	
American Midstream Emerald, LLC	
American Midstream Gas Solutions, LP	
By:   American Midstream Gas Solutions GP, LLC, its general partner	
American Midstream Gas Solutions GP, LLC	
American Midstream Gas Solutions LP, LLC	
American Midstream Madison, LLC	
American Midstream Marketing, LLC	
American Midstream Mesquite, LLC	
American Midstream Midla
Reconfiguration, LLC	
American Midstream Offshore (Seacrest), LP	
By:   American Midstream, LLC, its general partner	
American Midstream Onshore Pipelines, LLC	
American Midstream Permian, LLC	
American Midstream Piney Woods, LLC	
American Midstream Republic, LLC	
American Midstream Transtar Gas Processing, LLC	
AMID Caddo, LLC	
AMID Crude Oil Services LLC	
AMID Crude Oil Storage LLC	
AMID Crude Trucking LLC	
AMID Energy Products Supply LLC	
AMID Liquids Trucking LLC	
AMID Merger LP	
By:   American Midstream, LLC, its general partner	
AMID NLR LLC	
AMID Payment Services LLC	
AMID Refined Products LLC	
AMID Silver Dollar Pipeline LLC	
AMID St. Croix LLC	
Argo Merger GP Sub, LLC	
Centana Gathering, LLC	
Centana Oil Gathering, LLC	
D-Day Offshore Holdings, LLC	
 
Signature page to Purchase Agreement

	
High Point Gas Gathering, L.L.C.	
High Point Gas Gathering Holdings, LLC	
High Point Gas Transmission, LLC	
High Point Gas Transmission Holdings, LLC	
American Midstream Blackwater, LLC	
American Midstream Terminaling, LLC	
Blackwater Georgia, L.L.C.	
Blackwater Harvey, LLC	
Blackwater Investments, Inc.	
Blackwater Maryland, L.L.C.	
Blackwater Midstream Corp.	
Blackwater New Orleans, L.L.C.	

By:	 	/s/ Eric T. Kalamaras	
 	 	Eric T. Kalamaras	
 	 	Senior Vice President and Chief Financial
Officer	
 
Signature page to Purchase Agreement

CONFIRMED AND ACCEPTED, as of the
date first above written:

WELLS FARGO SECURITIES, LLC	
		
By:	 	WELLS FARGO SECURITIES, LLC	
		
By:	 	/s/ Todd Schanzlin	
	 	Authorized Signatory	
For itself and as Representative of the Initial Purchasers named in Exhibit  A hereto.
 
Signature page to Purchase Agreement

EXHIBIT A

Name of Initial Purchaser	  	Principal Amount
of
Securities	 	
Wells Fargo Securities, LLC	  	$	34,375,000	 	
Merrill Lynch, Pierce, Fenner & Smith Incorporated	  	$	34,375,000	 	
Barclays Capital Inc.	  	$	12,500,000	 	
Deutsche Bank Securities Inc.	  	$	12,500,000	 	
RBC Capital Markets, LLC	  	$	12,500,000	 	
Citigroup Global Markets Inc.	  	$	6,250,000	 	
Natixis Securities Americas LLC	  	$	6,250,000	 	
SunTrust Robinson Humphrey, Inc.	  	$	6,250,000	 	
	  	 	 	 	
Total	  	$	125,000,000	 	

EXHIBIT B
Guarantors
 
 	•	 	American Midstream, LLC	
 
 	•	 	American Midstream Marketing, LLC	
 
 	•	 	American Midstream (Alabama Gathering), LLC	
 
 	•	 	American Midstream (Alabama Intrastate), LLC	
 
 	•	 	American Midstream (Alatenn), LLC	
 
 	•	 	American Midstream (Louisiana Intrastate), LLC	
 
 	•	 	American Midstream (Mississippi), LLC	
 
 	•	 	American Midstream (Sigco Intrastate), LLC	
 
 	•	 	American Midstream (Tennessee River), LLC	
 
 	•	 	American Midstream Onshore Pipelines, LLC	
 
 	•	 	American Midstream Offshore (Seacrest), LP	
 
 	•	 	American Midstream (Burns Point), LLC	
 
 	•	 	American Midstream Chatom, LLC	
 
 	•	 	American Midstream Chatom Unit 1, LLC	
 
 	•	 	American Midstream Chatom Unit 2, LLC	
 
 	•	 	American Midstream Madison, LLC	
 
 	•	 	High Point Gas Transmission Holdings, LLC	
 
 	•	 	High Point Gas Transmission, LLC	
 
 	•	 	High Point Gas Gathering Holdings, LLC	
 
 	•	 	High Point Gas Gathering, L.L.C.	
 
 	•	 	American Midstream (Lavaca), LLC	
 
 	•	 	Centana Gathering, LLC	
 
 	•	 	Centana Oil Gathering, LLC	
 
 	•	 	American Midstream Republic, LLC	
 
 	•	 	American Midstream Costar, LLC	
 
 	•	 	American Midstream Gas Solutions, LP	
 
 	•	 	American Midstream Gas Solutions GP, LLC	
 
 	•	 	American Midstream Gas Solutions LP, LLC	
 
 	•	 	American Midstream Bakken, LLC	
 
 	•	 	American Midstream Permian, LLC	
 
 	•	 	American Midstream East Texas Rail, LLC	
 
 	•	 	American Midstream Delta House, LLC	
 
 	•	 	American Midstream Mesquite, LLC	
 
 	•	 	American Midstream Transtar Gas Processing, LLC	
 
 	•	 	American Midstream AMPAN, LLC	

 	•	 	American Midstream Emerald, LLC	
 
 	•	 	American Midstream Piney Woods, LLC	
 
 	•	 	American Midstream Midla Reconfiguration, LLC	
 
 	•	 	D-Day Offshore Holdings, LLC	
 
 	•	 	American Midstream Terminaling, LLC	
 
 	•	 	Blackwater Investments, Inc.	
 
 	•	 	American Midstream Blackwater, LLC	
 
 	•	 	Blackwater Midstream Corp.	
 
 	•	 	Blackwater Georgia, L.L.C.	
 
 	•	 	Blackwater Harvey, LLC	
 
 	•	 	Blackwater Maryland, L.L.C.	
 
 	•	 	Blackwater New Orleans, L.L.C.	
 
 	•	 	ARGO Merger GP Sub, LLC	
 
 	•	 	AMID Merger LP	
 
 	•	 	AMID Crude Oil Services LLC	
 
 	•	 	AMID Payment Services LLC	
 
 	•	 	AMID Refined Products LLC	
 
 	•	 	AMID Liquids Trucking LLC	
 
 	•	 	AMID Energy Products Supply LLC	
 
 	•	 	AMID Crude Trucking LLC	
 
 	•	 	AMID Crude Oil Storage LLC	
 
 	•	 	AMID Silver Dollar Pipeline LLC	
 
 	•	 	AMID NLR LLC	
 
 	•	 	AMID Caddo, LLC	
 
 	•	 	AMID St. Croix LLC	

EXHIBIT C-1
DELAWARE CORPORATION SUBSIDIARIES OF THE PARTNERSHIP
 
 	•	 	American Midstream Finance Corporation	
 
 	•	 	Blackwater Investments, Inc.	

EXHIBIT C-2
DELAWARE LLC SUBSIDIARIES OF THE OPERATING COMPANY

Entity	  	Ownership Percentage	 	
American Midstream (Bamagas Intrastate), LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream (Mississippi), LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream (SIGCO Intrastate), LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream (Louisiana Intrastate), LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream Onshore Pipelines, LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream (Midla), LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream Marketing, LLC, a Delaware limited liability company	  	 	100	% 	
Mid Louisiana Gas Transmission, LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream Chatom, LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream Chatom Unit 1, LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream Chatom Unit 2, LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream Delta House, LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream Madison, LLC, a Delaware limited liability company	  	 	100	% 	
High Point Gas Gathering Holdings, LLC, a Delaware limited liability company	  	 	100	% 	
High Point Gas Transmission Holdings, LLC, a Delaware limited liability company	  	 	100	% 	
High Point Gas Transmission, LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream (Burns Point), LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream Blackwater, LLC, a Delaware limited liability company	  	 	100	% 	
Blackwater Harvey, LLC, a Delaware limited liability company	  	 	100	% 	
Centana Gathering, LLC, a Delaware limited liability company	  	 	100	% 	
Centana Oil Gathering, LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream Republic, LLC, a Delaware limited liability company	  	 	100	% 	

					
American Midstream Costar, LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream Bakken, LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream Permian, LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream Mesquite, LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream EnerTrade, LLC, a Delaware limited liability company	  	 	92	% 	
American Midstream Transtar Gas Processing, LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream East Texas Rail, LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream Gas Solutions GP, LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream Gas Solutions LP, LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream (Lavaca), LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream Midla Financing, LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream Midla Reconfiguration, LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream Piney Woods, LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream AMPAN, LLC, a Delaware limited liability company	  	 	100	% 	
American Panther, LLC, a Delaware limited liability company	  	 	100	% 	
Main Pass Oil Gathering Company, LLC, a Delaware limited liability company	  	 	100	% 	
Pinto Offshore Holdings, LLC, a Delaware limited liability company	  	 	26.33	% 	
D-Day Offshore Holdings, LLC, a Delaware limited liability company	  	 	100	% 	
Delta House Oil and Gas Lateral LLC, a Delaware limited liability company	  	 	35.7	% 	
Delta House FPS LLC, a Delaware limited liability company	  	 	35.7	% 	
American Midstream Terminaling, LLC, a Delaware limited liability company	  	 	100	% 	
Cayenne Pipeline, LLC, a Delaware limited liability company	  	 	100	% 	
American Midstream Emerald, LLC, a Delaware limited liability company	  	 	100	% 	
Tri-States NGL Pipeline, L.L.C., a Delaware limited liability company	  	 	16  2 ⁄ 3	% 	
Wilprise Pipeline Company, L.L.C., a Delaware limited liability company	  	 	25.3	% 	

					
Destin Pipeline Company, L.L.C., a Delaware limited liability company	  	 	66  2 ⁄ 3	% 	
Okeanos Gas Gathering Company, LLC, a Delaware limited liability company	  	 	66  2 ⁄ 3	% 	
American Midstream Midla Financing Holding, LLC, a Delaware limited liability company	  	 	100	% 	
American Midla Financing, LLC, a Delaware limited liability company	  	 	100	% 	
PAM Acquisition Company, LLC, a Delaware limited liability company	  	 	100	% 	
ARGO Merger GP Sub, LLC, a Delaware limited liability company	  	 	100	% 	
AMID Crude Oil Services LLC, a Delaware limited liability company	  	 	100	% 	
AMID Payment Services LLC, a Delaware limited liability company	  	 	100	% 	
AMID Refined Products LLC, a Delaware limited liability company	  	 	100	% 	
AMID Liquids Trucking LLC, a Delaware limited liability company	  	 	100	% 	
AMID Energy Products Supply LLC, a Delaware limited liability company	  	 	100	% 	
AMID Crude Trucking LLC, a Delaware limited liability company	  	 	100	% 	
AMID Silver Dollar Pipeline LLC, a Delaware limited liability company	  	 	100	% 	
AMID NLR LLC, a Delaware limited liability company	  	 	100	% 	
AMID Caddo, LLC, a Delaware limited liability company	  	 	100	% 	
AMID St. Croix LLC, a Delaware limited liability company	  	 	100	% 	
AMID Trans-Union GP LLC, a Delaware limited liability company	  	 	100	% 	

EXHIBIT C-3
ALABAMA LLC SUBSIDIARIES OF THE OPERATING COMPANY
 
 	•	 	American Midstream (AlaTenn), LLC, an Alabama limited liability company	
 
 	•	 	American Midstream (Alabama Gathering), LLC, an Alabama limited liability company	
 
 	•	 	American Midstream (Alabama Intrastate), LLC, an Alabama limited liability company	
 
 	•	 	American Midstream (Tennessee River), LLC, an Alabama limited liability company	

EXHIBIT C-4
TEXAS LLC SUBSIDIARIES OF THE OPERATING COMPANY
 
 	•	 	High Point Gas Gathering, L.L.C., a Texas limited liability company	
 
 	•	 	Panther Pipeline, LLC, a Texas limited liability company	
 
 	•	 	Panther Operating Company, LLC, a Texas limited liability company	
 
 	•	 	Panther Offshore Gathering Systems, LLC, a Texas limited liability company	

EXHIBIT C-5
OKLAHOMA LLC SUBSIDIARY OF THE OPERATING COMPANY
 
 	•	 	AMID Crude Oil Storage LLC, an Oklahoma limited liability company	

EXHIBIT C-6
GEORGIA LLC SUBSIDIARY OF THE OPERATING COMPANY
 
 	•	 	Blackwater Georgia, L.L.C., a Georgia limited liability company	

EXHIBIT C-7
MARYLAND LLC SUBSIDIARY OF THE OPERATING COMPANY
 
 	•	 	Blackwater Maryland, L.L.C., a Maryland limited liability company	

EXHIBIT C-8
LOUISIANA LLC SUBSIDIARY OF THE OPERATING COMPANY
 
 	•	 	Blackwater New Orleans, L.L.C., a Louisiana limited liability company	

EXHIBIT C-9
TEXAS LP SUBSIDIARY OF THE OPERATING COMPANY
 
 	•	 	American Midstream Offshore (Seacrest), LP, a Texas limited partnership	

EXHIBIT C-10
DELAWARE LP SUBSIDIARIES OF THE OPERATING COMPANY
 
 	•	 	American Midstream Gas Solutions, LP, a Delaware limited partnership	
 
 	•	 	AMID Merger LP, a Delaware limited partnership	
 
 	•	 	Trans-Union Interstate Pipeline, L.P., a Delaware limited partnership	

EXHIBIT C-11
NEVADA CORPORATION SUBSIDIARY OF THE OPERATING COMPANY
 
 	•	 	Blackwater Midstream Corp., a Nevada corporation	

EXHIBIT C-12
SIGNIFICANT SUBSIDIARIES OF THE PARTNERSHIP
 
 	•	 	American Midstream, LLC	
 
 	•	 	American Midstream Gas Solutions LP, LLC	
 
 	•	 	American Midstream Marketing, LLC	
 
 	•	 	American Panther, LLC	
 
 	•	 	AMID Energy Products Supply, LLC	
 
 	•	 	AMID Crude Trucking, LLC	
 
 	•	 	AMID Silver Dollar Pipeline, LLC	

EXHIBIT D
FORM OF PRICING TERM SHEET
A MERICAN M IDSTREAM P ARTNERS , LP
A MERICAN M IDSTREAM F INANCE C ORPORATION
$125,000,000 8.500% Senior Notes due 2021
December 14, 2017
Term Sheet
Term Sheet dated December 14, 2017 to the Preliminary Offering Memorandum dated December 14, 2017 of American Midstream Partners, LP and American Midstream Finance Corporation (the “Issuers”). This Term Sheet is qualified in its entirety by reference to the Preliminary Offering Memorandum. The information in this Term Sheet supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum. Capitalized terms used in this Term Sheet but not defined have the meanings given them in the Preliminary Offering Memorandum.
 
Issuers	American Midstream Partners, LP (“AMID”)	
 
 	American Midstream Finance Corporation	
 
Title of Securities	8.500% Senior Notes due 2021 (the “Notes”)	
 
Aggregate Principal Amount	$125,000,000, upsized from $100,000,000. The Notes offered hereby will be part of the same series of notes as the $300,000,000 aggregate principal amount of 8.500% Senior Notes due 2021 issued and sold by the Issuers on December 28, 2016.	
 
Distribution	144A/Regulation S with registration rights	
 
Maturity Date	December 15, 2021	
 
Issue Price	102.375% plus accrued and unpaid interest thereon from December 15, 2017 to the Closing Date	
 
Coupon	8.500%	
 
Yield to Worst	7.596%	
 
Interest Payment Dates	June 15 and December 15 of each year, with the first interest payment on the Notes offered hereby being due on June 15, 2018. Interest on the notes will accrue from December 15, 2017	
 
Trade Date	December 14, 2017	
 
Settlement Date	December 19, 2017 (T+3)	
 
 	We expect that delivery of the Notes will be made against payment therefor on or about the closing date, which will be the third business day following the date of pricing of the Notes (this settlement cycle being referred to as “T+3”).	
 
Make-Whole Redemption	Make-whole redemption at Treasury Rate + 50 basis points prior to December 15, 2018	

Optional Redemption	On or after December 15, 2018 at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the Notes redeemed during the twelve-month period beginning on December 15 of the years indicated below:	

Year	  	Price	 	
2018	  	 	104.250	% 	
2019	  	 	102.125	% 	
2020 and thereafter	  	 	100.000	% 	
 
Equity Clawback	Up to 35% at 108.500% prior to December 15, 2018	
 
Change of Control	101% plus accrued and unpaid interest	
 
Joint Book-Running Managers	Wells Fargo Securities, LLC	
 
 	Merrill Lynch, Pierce, Fenner & Smith Incorporated	
 
 	Barclays Capital Inc.	
Deutsche Bank Securities Inc.
 
 	RBC Capital Markets, LLC	
 
Co-Managers	Citigroup Global Markets Inc.	
 
 	Natixis Securities Americas LLC	
 
 	SunTrust Robinson Humphrey, Inc.	
 
CUSIP Numbers	Rule 144A: 02753GAA7	
Regulation S: U0275TAB7
 
ISIN Numbers	Rule 144A: US02753GAA76	
Regulation S: USU0275TAB71
 
Denominations	Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof	
All information (including financial information) presented in the Preliminary Offering Memorandum is deemed to have changed to the extent affected by the changes described herein. As a result of the upsize, the net proceeds to American Midstream Partners, LP will be $125.5 million.

This material is strictly confidential and has been prepared by the Issuers solely for use in connection with the proposed offering of the securities described in the Preliminary Offering Memorandum. This material is personal to each offeree and does not constitute an offer to any other person or the public generally to subscribe for or otherwise acquire the securities. Please refer to the Preliminary Offering Memorandum for a complete description.
The securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered only to (1) “qualified institutional buyers” as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act, and this communication is only being distributed to such persons.
This communication is not an offer to sell the securities and it is not a solicitation of an offer to buy the securities in any jurisdiction to any person to whom it is unlawful to make such offer or soliciation in such jurisdiction.
Any disclaimers or notices that may appear on this Term Sheet below the text of this legend are not applicable to this Term Sheet and should be disregarded. Such disclaimers may have been electronically generated as a result of this Term Sheet having been sent via, or posted on, Bloomberg or another electronic mail system.

EXHIBIT E
PRELIMINARY OFFERING MEMORANDUM AMENDMENTS; ISSUER FREE
WRITING DOCUMENTS
 
(1)	None.	
 
(2)	Pricing Term Sheet containing the terms of the Securities, substantially in the form of Exhibit D hereto.	

Exhibit 99.1
American Midstream Increases Liquidity and Enhances Capital Structure Through Pricing of $125 Million of Senior Notes
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.
The Partnership expects the offering to close on December 19, 2017, subject to the satisfaction of customary closing conditions, and expects to use the net proceeds from the offering to reduce borrowings under its revolving credit facility. As of September 30, 2017, after giving effect to the offering and the use of proceeds therefrom, the Partnership would have had approximately $290 million of available liquidity to meet its strategic growth objectives.
The notes have not been registered under the Securities Act, or any state securities laws. Unless so registered, the securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
The notes have been offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act, and to persons, other than U.S. persons, outside of the United States pursuant to Regulation S under the Securities Act.
This press release is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to purchase the notes or any other securities, and shall not constitute an offer to sell, a solicitation of an offer to buy, or a sale of, the notes or any other securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
About American Midstream Partners, LP
American Midstream Partners, LP is a growth-oriented limited partnership formed to provide critical midstream infrastructure that links producers of natural gas, crude oil, NGLs, condensate and specialty chemicals to end-use markets. American Midstream’s assets are strategically located in some of the most prolific onshore and offshore basins in the Permian, Eagle Ford, East Texas, Bakken and Gulf Coast. American Midstream owns or has an ownership interest in approximately 5,100 miles of interstate and intrastate pipelines, as well as ownership in gas processing plants, fractionation facilities, an offshore semisubmersible floating production system with nameplate processing capacity of 100 MBbl/d of crude oil and 240 MMcf/d of natural gas; and terminal sites with approximately 6.7 MMBbls of storage capacity.

For more information about American Midstream Partners, LP, visit: www.americanmidstream.com. The content of our website is not part of this release.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements related to the Partnership’s expectations regarding the timing of the proposed offering and use of proceeds. We have used the words “could,” “expect,” “intend,” “may,” “will,” “would” and similar terms and phrases to identify forward-looking statements in this press release. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. Many of the factors that will determine these results are beyond our ability to control or predict. These factors include the risk factors described in Part I, Item 1A. in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 28, 2017, our Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017, and our other filings with the SEC. All future written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the previous statements. The forward-looking statements herein speak as of the date of this press release. We undertake no obligation to update such statements for any reason, except as required by law.
Investor Contact
American Midstream Partners, LP
Mark Schuck
Director of Investor Relations
346-241-3497
mschuck@americanmidstream.com