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, remained unchanged. The credit facility matures in
August 2016.
On January 24, 2013, the Partnership entered into the Second Waiver to Credit
Agreement (the "Second Waiver") which extends the waiver period with respect to
the Consolidated Total Leverage Ratio to March 31, 2013. Additional covenants
during the waiver period include i) total outstanding borrowings under the
Credit Agreement shall not exceed $150,000,000; ii) restrictions on certain
acquisitions; iii) an increase to the Eurodollar rate by 0.50%; iv) additional
fees of 0.125% of the principal amount on each of February 28, 2013 and March
31, 2013; and v) execution of a compliance certificate.
A copy of the Second Waiver 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.