Item 1.01 Entry into a Material Definitive Agreement.
During the fourth quarter 2012, American Midstream Partners, LP (the "Partnership") determined that, as of the fiscal quarter ending December 31, 2012, the Partnership may not be able to comply with the covenant in its Credit Agreement, dated as of August 1, 2011, that requires the Partnership to maintain a Consolidated Total Leverage Ratio of no greater than 4.50 to 1.00. As a result, on December 26, 2012, the Partnership entered into the Third Amendment and Waiver to Credit Agreement, dated as of December 26, 2012 (the "Third Amendment"). The Third Amendment provides for a waiver of the Partnership's compliance with the Consolidated Total Leverage Ratio with respect to the quarter ending December 31, 2012 and for one month thereafter. The Third Amendment also requires the Partnership to provide certain financial and operating information of the Partnership on a monthly basis for 2013 and for any month after 2013 in which the Consolidated Total Leverage Ratio of the Partnership is in excess of 4.00 to 1.00. The remaining material terms and conditions of the senior secured revolving credit facility, including pricing, maturity and covenants, remain unchanged. The credit facility matures in August 2016.
A copy of the Third Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K 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.
The information contained in Item 1.01 in this Current Report on Form 8-K is incorporated by reference into this 2.03. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. See "Exhibits Index" attached to this Current Report on Form 8-K, which is incorporated by reference herein.

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