EX-4.2


 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] 

  
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 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