Item 1.01
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Entry into a Material Definitive Agreement.
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On November 18, 2016, JP Energy Partners LP (JPE) and certain of its subsidiaries entered into Amendment No. 6 to Credit Agreement (the Amendment) with certain lenders and Bank of America, N.A., as administrative agent. The Amendment amends that certain Credit Agreement, dated as of February 12, 2014, by and among JPE, as borrower, certain of its subsidiaries, as guarantors, the Administrative Agent and certain lenders named therein (as amended, the Credit Agreement).
The Amendment amends the Credit Agreement to permit the replacement of JPEs general partner, JP Energy GP II LLC, with Argo Merger GP Sub, LLC, in connection with the Agreement and Plan of Merger, dated as of October 23, 2016, by and among American Midstream Partners, LP, American Midstream GP, LLC, JPE, JP Energy GP II LLC, Argo Merger Sub, LLC, and Argo Merger GP Sub, LLC. In addition, the Amendment provides that the failure to prepay the outstanding loans under the Credit Agreement with the proceeds from any senior unsecured notes offering issued or guaranteed by American Midstream Partners, LP or any of its subsidiaries is an event of default.
The description of the Amendment in this Form 8-K is a summary and is qualified in its entirety by the terms of the Amendment. A copy of the Amendment is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.
The Amendment is being filed herewith solely to provide investors and security holders with information regarding its terms. It is not intended to be a source of financial, business or operational information about JPE or any of its subsidiaries or affiliates. The representations, warranties and covenants contained in the Amendment are made solely for purposes of that agreement and are made as of specific dates; are solely for the benefit of the parties thereto; may be made for the purpose of allocating contractual risk between the parties instead of establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of JPE or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Amendment, which subsequent information may or may not be fully reflected in public disclosures