Officers Certificate of American Midstream Partners, LP and American Midstream Finance Corporation, as Issuers, dated December 19, 2017

EX-4.4 4 d494021dex44.htm EX-4.4 EX-4.4

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