FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS, LP NOTICE OF CONVERSION
Exhibit (d)(8)
Execution Version
FIFTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
AMERICAN MIDSTREAM PARTNERS, LP
NOTICE OF CONVERSION
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.
Conversion: In accordance with and pursuant to the Partnership Agreement, the Holder hereby elects to convert the number of Series C Preferred Units indicated below into Common Units of the Partnership in accordance with the terms of the Partnership Agreement (the “Conversion”).
Series C Preferred Units Held Prior to Conversion: 9,795,064
Series C Preferred Units Being Converted Hereby: 9,795,064
Common Units Due: 9,808,777
Series C Preferred Units Held after Conversion: 0
Name(s) for Common Unit Book Entry: Magnolia Infrastructure Holdings, LLC
Waiver: The Holder hereby waives any and all rights it may have under the Partnership Agreement with respect to any declared but unpaid Series C PIK Preferred Unit distributions as of the effective time of the Conversion.
Authority: Any individual executing this Notice of Conversion on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Notice of Conversion on behalf of such entity.
[Signature page follows.]
IN WITNESS WHEREOF, the undersigned has executed this Notice of Conversion.
| HOLDER: | ||
| MAGNOLIA INFRASTRUCTURE HOLDINGS, LLC | ||
| By: | /s/ Xxxxxx X. Xxxxxx | |
| Name: | Xxxxxx X. Xxxxxx | |
| Title: | President | |
| Date: | July 15, 2019 | |
[Signature Page to Notice of Conversion - Series C Units]
