Supplemental Indenture


 Exhibit 4.1 
  

 
 AMERICAN MIDSTREAM PARTNERS, LP

 AMERICAN MIDSTREAM FINANCE CORPORATION 

and 
 the Guarantors named herein

  
  

8.500% SENIOR NOTES DUE 2021 
  

 
  

 
 SUPPLEMENTAL
INDENTURE 
 DATED AS OF MARCH 8, 2017 
  

 
 WELLS FARGO
BANK, NATIONAL ASSOCIATION, 
 Trustee 
  

 
  

 






 This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 8,
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. 

RECITALS 
 WHEREAS, the Issuers,
the initial Guarantors and the Trustee entered into an Indenture, dated as of December 28, 2016 (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 Guarantors and the Trustee may amend or
supplement the Indenture in order to comply with Section 4.13 or otherwise add guarantees of the Notes, without the consent of the Holders 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 

From this date, by executing this Supplemental Indenture, the Guarantors 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 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] 






 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



  
 Signature Page to
Supplemental Indenture 







 
			
	Guarantors:
	
	ARGO MERGER GP SUB, LLC
	JP ENERGY PARTNERS, LP
		 	By: Argo Merger GP Sub, LLC, its General Partner
	JP ENERGY CRUDE OIL SERVICES, LLC
	JP ENERGY PRODUCTS SUPPLY, LLC
	JP FALCO, LLC
	JP ENERGY STORAGE, LLC
	JP ENERGY PERMIAN, LLC
	JP ENERGY REFINED PRODUCTS, LLC
	JP ENERGY ATT, LLC
	JP ENERGY CADDO, LLC
	PINNACLE PROPANE, LLC
	PINNACLE PROPANE EXPRESS, LLC
	ALLIANT GAS, LLC
	JP LIQUIDS, LLC
		
	By:	 	 /s/ Patrick J. Welch

	Name:	 	Patrick J. Welch
	Title:	 	Executive Vice President and Chief Financial Officer



  
 Signature Page to
Supplemental Indenture 







 
			
	JP ENERGY SERVICES, LLC
		
	By:	 	 /s/ Patrick J. Welch

	Name:	 	Patrick J. Welch
	Title:	 	Executive Vice President and Chief Financial Officer



  
 Signature Page to
Supplemental Indenture 







 
			
	JP ENERGY ST. CROIX, LLC
		
	By:	 	 /s/ Patrick J. Welch

	Name:	 	Patrick J. Welch
	Title:	 	Executive Vice President and Chief Financial Officer



  
 Signature Page to
Supplemental Indenture 








			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

		
	By:	 	 /s/ John C. Stohlmann

	Name:	 	 John C. Stohlmann

	Title:	 	 Vice President




  
 Signature Page to
Supplemental Indenture