American Midstream Partners, LP Sample Contracts

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SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP
American Midstream Partners, LP • August 4th, 2011 • Natural gas transmission • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP dated as of August 1, 2011, is entered into by and between American Midstream GP, LLC, a Delaware limited liability company, as the General Partner, and AIM Midstream Holdings, LLC, a Delaware limited liability company ( “AIM Midstream”), together with any other Persons who are now or become Partners in the Partnership or parties hereto as provided herein.

CREDIT AGREEMENT Dated as of June [__], 2011 among AMERICAN MIDSTREAM, LLC, as the Borrower, AMERICAN MIDSTREAM PARTNERS, LP, as Parent, BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and L/C Issuer, COMERICA BANK and CITICORP NORTH...
Credit Agreement • June 30th, 2011 • American Midstream Partners, LP • Natural gas transmission • New York

This CREDIT AGREEMENT (as amended, restated, amended and restated or otherwise modified from time to time, this “Agreement”) is entered into as of June [__], 2011, among AMERICAN MIDSTREAM, LLC, a Delaware limited liability company (the “Borrower”), AMERICAN MIDSTREAM PARTNERS, LP, a Delaware limited partnership (“Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and L/C Issuer, COMERICA BANK and CITICORP NORTH AMERICA, INC., as Co-Syndication Agents, BBVA COMPASS, as Documentation Agent, MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED, COMERICA BANK, and CITICORP NORTH AMERICA, INC., as Joint Lead Arrangers and Joint Book Managers.

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 8, 2017 among AMERICAN MIDSTREAM, LLC, as the AMID Borrower, BLACKWATER INVESTMENTS, INC., as the Blackwater Borrower, AMERICAN MIDSTREAM PARTNERS, LP, as Parent, BANK OF AMERICA, N.A., as...
Credit Agreement • March 14th, 2017 • American Midstream Partners, LP • Natural gas transmission • New York

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of March 8, 2017, among AMERICAN MIDSTREAM, LLC, a Delaware limited liability company (the “AMID Borrower”), BLACKWATER INVESTMENTS, INC., a Delaware corporation (the “Blackwater Borrower” and together with the AMID Borrower, the “Borrowers” and each individually, a “Borrower”), AMERICAN MIDSTREAM PARTNERS, LP, a Delaware limited partnership (“Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and L/C Issuer, Wells Fargo Bank, National Association, as Syndication Agent, Bank of Montreal, Capital One National Association, Citibank, N.A., SunTrust Bank, Natixis, New York Branch, ABN AMRO Capital USA LLC, Barclays Bank PLC, Royal Bank of Canada, Santander Bank, N.A. and BNP Paribas, as Co-Documentation Agents, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and WELLS FARGO SECURITIES, LLC,

AMERICAN MIDSTREAM PARTNERS, LP AMERICAN MIDSTREAM FINANCE CORPORATION AND THE GUARANTORS NAMED ON THE SIGNATURE PAGES HEREOF 8.500% SENIOR NOTES DUE 2021 INDENTURE Dated as of December 28, 2016 WELLS FARGO BANK, NATIONAL ASSOCIATION, As Trustee
Indenture • January 4th, 2017 • American Midstream Partners, LP • Natural gas transmission • New York

This Indenture, dated as December 28, 2016, 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”), the Guarantors listed on the signatures pages hereof and Wells Fargo Bank, National Association, a national banking association, as Trustee.

FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP
Agreement • August 15th, 2013 • American Midstream Partners, LP • Natural gas transmission • Delaware
EMPLOYMENT AGREEMENT
Employment Agreement • April 16th, 2012 • American Midstream Partners, LP • Natural gas transmission • Delaware

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made by and between American Midstream GP, LLC, a Delaware limited liability company (“Company”), and Dan Campbell (“Executive”).

UNIT PURCHASE AGREEMENT BY AND BETWEEN LLOG BLUEWATER HOLDINGS, L.L.C. AS SELLER AND D-DAY OFFSHORE HOLDINGS, LLC AS BUYER
Unit Purchase Agreement • November 4th, 2016 • American Midstream Partners, LP • Natural gas transmission • Delaware

This UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of October 31, 2016, is entered into between LLOG Bluewater Holdings, L.L.C., a Delaware limited liability company (the “Seller”), and D-Day Offshore Holdings, LLC, a Delaware limited liability company (the “Buyer”).

AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 17, 2019 BY AND AMONG ANCHOR MIDSTREAM ACQUISITION, LLC, ANCHOR MIDSTREAM MERGER SUB, LLC, HIGH POINT INFRASTRUCTURE PARTNERS, LLC, AMERICAN MIDSTREAM PARTNERS, LP AND AMERICAN MIDSTREAM GP, LLC
Agreement and Plan of Merger • March 18th, 2019 • American Midstream Partners, LP • Natural gas transmission • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of March 17, 2019 (this “Agreement”), is by and among Anchor Midstream Acquisition, LLC, a Delaware limited liability company (“Parent”), Anchor Midstream Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), High Point Infrastructure Partners, LLC, a Delaware limited liability company and Affiliate of Parent (“HPIP”), American Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and American Midstream GP, LLC, a Delaware limited liability company that is the general partner of the Partnership and sole member of Parent (the “Partnership GP”). Each of Parent, Merger Sub, HPIP, the Partnership and the Partnership GP are referred to herein as a “Party” and together as “Parties.” Certain capitalized terms used in this Agreement are defined in Article I.

CREDIT AGREEMENT Dated as of August 1, 2011 among AMERICAN MIDSTREAM, LLC, as the Borrower, AMERICAN MIDSTREAM PARTNERS, LP, as Parent, BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and L/C Issuer, COMERICA BANK and CITICORP NORTH...
Credit Agreement • August 4th, 2011 • American Midstream Partners, LP • Natural gas transmission • New York

This CREDIT AGREEMENT (as amended, restated, amended and restated or otherwise modified from time to time, this “Agreement”) is entered into as of August 1, 2011, among AMERICAN MIDSTREAM, LLC, a Delaware limited liability company (the “Borrower”), AMERICAN MIDSTREAM PARTNERS, LP, a Delaware limited partnership (“Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and L/C Issuer, COMERICA BANK and CITICORP NORTH AMERICA, INC., as Co-Syndication Agents, BBVA COMPASS, as Documentation Agent, MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED, COMERICA BANK, and CITICORP NORTH AMERICA, INC., as Joint Lead Arrangers and Joint Book Managers.

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND AMENDMENT AND RESTATEMENT AGREEMENT
Credit Agreement • November 23rd, 2016 • American Midstream Partners, LP • Natural gas transmission • New York

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is effective as of the Restatement Date, among AMERICAN MIDSTREAM, LLC, a Delaware limited liability company (the “AMID Borrower”), BLACKWATER INVESTMENTS, INC., a Delaware corporation (the “Blackwater Borrower” and together with the AMID Borrower, the “Borrowers” and each individually, a “Borrower”), AMERICAN MIDSTREAM PARTNERS, LP, a Delaware limited partnership (“Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and L/C Issuer, Wells Fargo Bank, National Association, as Syndication Agent, BBVA Compass, Capital One National Association, Citibank, N.A., Comerica Bank and SunTrust Bank, as Co-Documentation Agents, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers and Joint Book Managers.

AMENDMENT NO. 3 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP
Partnership Agreement • March 8th, 2017 • American Midstream Partners, LP • Natural gas transmission • Delaware

This Amendment No. 3 (this “Amendment”) to the Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (the “Partnership”), dated as of April 25, 2016, as amended by Amendment No. 1 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 1, 2016, as amended by Amendment No. 2 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 31, 2016 (as so amended, the “Partnership Agreement”), is hereby adopted effective as of March 8, 2017 by American Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership, pursuant to the authority granted to it in Section 5.6, Section 5.12(b)(v), and Section 13.1 of the Partnership Agreement. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.

Underwriting Agreement
Underwriting Agreement • September 11th, 2015 • American Midstream Partners, LP • Natural gas transmission • New York

Merrill Lynch, Pierce, Fenner & Smith Incorporated As Representative of the several Underwriters named in Schedule I hereto

AMERICAN MIDSTREAM PARTNERS, LP AMERICAN MIDSTREAM FINANCE CORPORATION REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 4th, 2017 • American Midstream Partners, LP • Natural gas transmission • New York

This REGISTRATION RIGHTS AGREEMENT is dated as of December 28, 2016 (the “Agreement”), by and among AMERICAN MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Partnership”), and AMERICAN MIDSTREAM FINANCE CORPORATION, a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”), the subsidiaries of the Partnership named in Schedule I hereto (each individually, a “Guarantor” and collectively, the “Guarantors”), and the several Initial Purchasers listed in Schedule I to the Purchase Agreement (defined below) (the “Initial Purchasers”).

GAS PROCESSING AGREEMENT TOCA GAS PROCESSING PLANT ST. BERNARD PARISH, LOUISIANA BETWEEN AMERICAN MIDSTREAM, LLC (PLANT SUPPLIER) AND ENTERPRISE GAS PROCESSING, LLC (PROCESSOR) JULY 1, 2010
Gas Processing Agreement • June 9th, 2011 • American Midstream Partners, LP • Natural gas transmission

the Liquid Hydrocarbons in such gas will be sold to Processor at the Plant Delivery Point for a consideration to Plant Supplier consisting of a share of Products, all as hereinafter more fully set forth;

FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP NOTICE OF CONVERSION
Third Coast Midstream, LLC • July 23rd, 2019 • Natural gas transmission

This Notice of Conversion is executed by the undersigned holder (the “Holder”) in connection with the conversion of Series C Preferred Units of American Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), pursuant to the terms and conditions of that certain Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended (the “Partnership Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Partnership Agreement.

EXPENSE REIMBURSEMENT AGREEMENT BY AND AMONG JP ENERGY PARTNERS LP, JP ENERGY GP II LLC AND LONESTAR MIDSTREAM HOLDINGS, LLC DATED AS OF OCTOBER 23, 2016
Expense Reimbursement Agreement • October 24th, 2016 • American Midstream Partners, LP • Natural gas transmission • Delaware

EXPENSE REIMBURSEMENT AGREEMENT, dated as of October 23, 2016 (this “Agreement”), by and among JP ENERGY PARTNERS LP, a Delaware limited partnership (“JPE”), JP ENERGY GP II LLC, a Delaware limited liability company and the general partner of JPE (“JPE GP,” and together with JPE, the “JPE Entities”) and LONESTAR MIDSTREAM HOLDINGS, LLC, a Delaware limited liability company (“Lonestar”).

AMERICAN MIDSTREAM PARTNERS, LP AMERICAN MIDSTREAM FINANCE CORPORATION and the Guarantors named herein SUPPLEMENTAL INDENTURE DATED AS OF MARCH 8, 2017 WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee
Supplemental Indenture • March 14th, 2017 • American Midstream Partners, LP • Natural gas transmission • New York

This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 8, 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.

CAPITAL CONTRIBUTION AGREEMENT
Capital Contribution Agreement • April 24th, 2019 • American Midstream Partners, LP • Natural gas transmission • Delaware

THIS CAPITAL CONTRIBUTION AGREEMENT, dated as of March 28, 2019 (this “Agreement”), is entered into by and between High Point Infrastructure Partners, LLC, a Delaware limited liability company (“HPIP”), and American Midstream GP, LLC, a Delaware limited liability company (“AMID GP”, and together with HPIP, collectively, the “Parties”, and each, a “Party”).

AGREEMENT AND PLAN OF MERGER Dated as of October 23, 2016 among AMERICAN MIDSTREAM PARTNERS, LP AMERICAN MIDSTREAM GP, LLC JP ENERGY PARTNERS LP JP ENERGY GP II LLC ARGO MERGER SUB, LLC and ARGO MERGER GP SUB, LLC
Agreement and Plan of Merger • October 24th, 2016 • American Midstream Partners, LP • Natural gas transmission • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of October 23, 2016 (this “Agreement”), is by and among JP Energy Partners LP, a Delaware limited partnership (“JPE”), JP Energy GP II LLC, a Delaware limited liability company and the general partner of JPE (“JPE GP” and together with JPE, the “JPE Entities”), American Midstream Partners, LP, a Delaware limited partnership (“AMID”), American Midstream GP, LLC, a Delaware limited liability company and the general partner of AMID (“AMID GP” and together with AMID, the “AMID Entities”), Argo Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of AMID (“AMID Merger Sub”), and Argo Merger GP Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of AMID (“GP Sub”). Each of JPE, JPE GP, AMID, AMID GP, AMID Merger Sub and GP Sub are referred to herein individually as a “Party” and collectively as the “Parties.”

LIMITED LIABILITY COMPANY UNIT PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • January 22nd, 2014 • American Midstream Partners, LP • Natural gas transmission • Colorado

This PURCHASE AND SALE AGREEMENT (this “Agreement”), is made and entered into this 13th day of December, 2013, by and among Penn Virginia Oil & Gas, L.P., a Texas limited partnership, Ted Collins, Jr., an individual, and Plein Sud Holdings, LLC, a Texas limited liability company (each, a “Seller” and collectively, “Sellers”), and HPIP Lavaca, LLC, a Delaware limited liability company (“Buyer”), and, solely for the purposes of Article 11, ArcLight Energy Partners Fund V, L.P., a Delaware limited partnership (“Buyer Guarantor”). Sellers and Buyer may be referred to herein individually as a “Party” or collectively as the “Parties.”

SERVICE AGREEMENT (APPLICABLE TO RATE SCHEDULE FTS)
Service Agreement • June 9th, 2011 • American Midstream Partners, LP • Natural gas transmission

This Agreement (“Agreement”) is made and entered into this 1st day of September, 2008, by and between Enbridge Pipelines (Midla) L.L.C., a Delaware Corporation (herein called “Pipeline”), and Enbridge Marketing (US), LP herein called “Customer” whether one or more persons).

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PURCHASE AND SALE AGREEMENT between DCP LP HOLDINGS, LLC (“SELLER”) and AMERICAN MIDSTREAM, LLC (“BUYER”) Dated
Purchase and Sale Agreement • July 15th, 2014 • American Midstream Partners, LP • Natural gas transmission • Delaware

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) dated July 11, 2014 (the “Execution Date”) is by and between DCP LP Holdings, LLC, a Delaware limited liability company (“SELLER”) and American Midstream, LLC, a Delaware limited liability company (“BUYER”). BUYER and SELLER are sometimes referred to collectively herein as the “Parties” and individually as a “Party”.

AMENDMENT NO. 8 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP
Partnership Agreement • January 31st, 2018 • American Midstream Partners, LP • Natural gas transmission • Delaware

This Amendment No. 8 (this “Amendment”) to the Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (the “Partnership”), dated as of January 25, 2018, as amended by Amendment No. 1 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 1, 2016, as amended by Amendment No. 2 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 31, 2016, as amended by Amendment No. 3 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 8, 2017, as amended by Amendment No. 4 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 25, 2017, as amended by Amendment No. 5 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated July 14, 2017, as amended by Amendment No. 6 to the Fifth Amended and Restated Agreement of Limited Partners

AMENDMENT NO. 5 TO FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
American Midstream Partners, LP • July 28th, 2015 • Natural gas transmission • Delaware

This Amendment No. 5 (this “Amendment”) to the Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (the “Partnership”), dated as of August 9, 2013, as amended by that certain Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP, adopted effective as of October 28, 2013, that certain Amendment No. 2 to the Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP, adopted effective as of January 31, 2014, that certain Amendment No. 3 to the Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP, adopted effective as of July 24, 2014, and that certain Amendment No. 4 to the Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP, adopted effective as of March 30, 2015 (together, the “Partnership Agreement”), is hereby adopted effective as of July 27, 2015 by American M

Contract
Third Coast Midstream, LLC • July 23rd, 2019 • Natural gas transmission • Delaware

THIS WARRANT HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE (THE “STATE LAWS”). THIS WARRANT MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF, IN WHOLE OR IN PART, IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR THE AVAILABILITY OF AN APPLICABLE EXEMPTION FROM THE REGISTRATION AND QUALIFICATION REQUIREMENTS OF SUCH ACT AND STATE LAWS EVIDENCED BY AN OPINION OF LEGAL COUNSEL, WHICH OPINION AND LEGAL COUNSEL ARE SATISFACTORY TO THE ISSUER.

GAS PROCESSING AGREEMENT TOCA GAS PROCESSING PLANT ST. BERNARD PARISH, LOUISIANA BETWEEN AMERICAN MIDSTREAM (LOUISIANA INTRASTATE), LLC (PLANT SUPPLIER) AND ENTERPRISE GAS PROCESSING, LLC (PROCESSOR) APRIL 1, 2011
Gas Processing Agreement • June 30th, 2011 • American Midstream Partners, LP • Natural gas transmission

Payments to Plant Supplier (wire): Comerica Bank 910 Louisiana, Suite 410 Houston, Texas 77210 ABA: 111000753 Account Number: 1881319493 Beneficiary account — American Midstream (Louisiana Intrastate), LLC

AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP
American Midstream Partners, LP • August 6th, 2014 • Natural gas transmission • Delaware

This Amendment No. 3 (this “Amendment”) to the Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (the “Partnership”), dated as of August 9, 2013, as amended by that certain Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP, adopted effective as of October 28, 2013 and that certain Amendment No. 2 to the Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP, adopted effective as of January 31, 2014 (together, the “Partnership Agreement”), is hereby adopted effective as of July 24, 2014 by American Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership, pursuant to the authority granted to it in Section 5.6, Section 5.12(b)(v), Section 13.1 and Section 13.3 of the Partnership Agreement, and consented to and approved by High Point Infrastructure Partners, LLC, as the sole Recor

American Midstream Partners, LP Long-Term Incentive Plan Grant of Phantom Units
American Midstream Partners, LP • June 9th, 2011 • Natural gas transmission • Delaware
AMERICAN MIDSTREAM PARTNERS, LP AMERICAN MIDSTREAM FINANCE CORPORATION 8.500% Senior Notes due 2021 PURCHASE AGREEMENT
Purchase Agreement • December 19th, 2017 • American Midstream Partners, LP • Natural gas transmission • New York

American Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and American Midstream Finance Corporation, a Delaware corporation (together with the Partnership, the “Issuers”), confirm their agreement with Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Initial Purchasers named on Exhibit A hereto (collectively, the “Initial Purchasers,” which term shall also include any person substituted for an Initial Purchaser pursuant to Section 10 hereof), for whom Wells Fargo is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Issuers and the purchase by the Initial Purchasers, acting severally and not jointly, of $125,000,000 in aggregate principal amount of the Issuers’ 8.500% Senior Notes due 2021 (the “Notes”) under the terms and conditions of this Purchase Agreement (this “Agreement”). The Notes will be issued pursuant to the Indenture dated as of December 28, 2016, as supplemented as of Mar

ARCLIGHT ENERGY PARTNERS FUND V, L.P. March 17, 2019
Merger Agreement • April 24th, 2019 • American Midstream Partners, LP • Natural gas transmission • New York

This letter agreement sets forth the commitment of ArcLight Energy Partners Fund V, L.P., a Delaware limited partnership (the “Sponsor”), on the terms and subject to the conditions described below, to purchase, or cause the purchase of, the equity of Anchor Midstream Acquisition, LLC, a Delaware limited liability company (“Parent”). It is contemplated that, pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among Parent, Anchor Midstream Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), High Point Infrastructure Partners, LLC, a Delaware limited liability company (“HPIP”), American Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and American Midstream GP, LLC, a Delaware limited liability company that is the general partner of the Partnership (the “Partnership GP”), Parent will acquire the limited partne

LIMITED GUARANTEE
Limited Guarantee • April 24th, 2019 • American Midstream Partners, LP • Natural gas transmission • New York

This LIMITED GUARANTEE, dated as of March 17, 2019 (this “Limited Guarantee”), is made by ArcLight Energy Partners Fund V, L.P., a Delaware limited partnership (the “Guarantor”), in favor of American Midstream Partners, LP, a Delaware limited partnership (the “Guaranteed Party”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement (defined below).

AMENDMENT NO. 1 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP
American Midstream Partners, LP • June 22nd, 2016 • Natural gas transmission • Delaware

This Amendment No. 1 (this “Amendment”) to the Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (the “Partnership”), dated as of April 25, 2016 (the “Partnership Agreement”), is hereby adopted effective as of May 1, 2016 by American Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership, pursuant to the authority granted to it in Section 5.6, Section 5.12(b)(v), Section 5.14(b)(v) and Section 13.1 of the Partnership Agreement. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.

AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 31, 2017 AMONG AMERICAN MIDSTREAM PARTNERS, LP AMERICAN MIDSTREAM GP, LLC SOUTHCROSS ENERGY PARTNERS, L.P. SOUTHCROSS ENERGY PARTNERS GP, LLC AND CHEROKEE MERGER SUB LLC
Agreement and Plan of Merger • November 1st, 2017 • American Midstream Partners, LP • Natural gas transmission • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of October 31, 2017 (this “Agreement”), is by and among Southcross Energy Partners, L.P., a Delaware limited partnership (“SXE”), Southcross Energy Partners GP, LLC, a Delaware limited liability company and the general partner of SXE (“SXE GP” and together with SXE, the “SXE Entities”), American Midstream Partners, LP, a Delaware limited partnership (“AMID”), American Midstream GP, LLC, a Delaware limited liability company and the general partner of AMID (“AMID GP” and together with AMID, the “AMID Entities”), and Cherokee Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of AMID (“Merger Sub”). Each of the SXE Entities, the AMID Entities and Merger Sub are referred to herein individually as a “Party” and collectively as the “Parties.”

MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of February 16, 2018 by and between AMID MERGER LP, as the Seller and DKGP ENERGY TERMINALS LLC, as the Buyer
Membership Interest Purchase Agreement • May 15th, 2018 • American Midstream Partners, LP • Natural gas transmission • Texas

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (including the Exhibits and Schedules (as defined below) attached hereto, this “Agreement”) is made as of February 16, 2018 by and among AMID Merger LP, a Delaware limited partnership (the “Seller”), and DKGP Energy Terminals LLC, a Delaware limited liability company (the “Buyer”). The Seller and the Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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