Exhibit 10.25
     
  
  American Midstream (Louisiana Intrastate), LLC 
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PRODUCTS PURCHASE AGREEMENT  TOCA GAS PROCESSING PLANT  ST. BERNARD PARISH, LOUISIANA
 TABLE OF CONTENTS
 ARTICLES
    
    PAGE NUMBERArticle I  Definitions
    
    
    2Article II  Exhibits
    
    
    6Article III  Capacity of Plant
    
    
    6Article IV  Delivery and Redelivery of Plant Suppliers Gas
    
    
    7Article V  Allocation of Products
    
    
    9Article VI  Consideration Due Plant Supplier
    
    
    14Article VII  Plant Volume Reduction and Bypassed Gas
    
    
    14Article VIII  Term
    
    
    17Article IX  Payment of Royalty and Taxes
    
    
    18Article X  Laws, Regulations and Force Majeure
    
    
    18Article XI  Notices
    
    
    19Article XII  Indemnification
    
    
    20Article XIII  Miscellaneous
    
    
    20
 EXHIBITS
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GAS PROCESSING AGREEMENT  TOCA GAS PROCESSING PLANT  ST. BERNARD PARISH, LOUISIANA
       American Midstream (Louisiana Intrastate), LLC 
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DEFINITIONS
 Definitions.
 gas
 cubic foot of gas
 Bypassed Gas
 Committed Gas
 American Midstream (Louisiana Intrastate), LLC 
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Construction and Operating Agreement
 Determined Plant Capacity
 Field Delivery Point
 Fractionator
 Fractionation Expense
 Gallon
 Gas Transporter
 Gross Receipts
 American Midstream
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Inert Constituents
 Liquid Hydrocarbons
 Net Proceeds
 Plant Delivery Point
 Plant Operator
 Plant Redelivery Point
 Third Party Supplier
 American Midstream (Louisiana Intrastate), LLC 
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Products
 Raw Make
 Residue Gas
 Southerns Lines
 Toca Plant Owners Plant Owners
 Transportation Agreement
 American Midstream (Louisiana Intrastate), LLC 
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EXHIBITS
 Exhibits.
 Exhibit A
 Exhibit B
 Exhibit C
 Exhibit D
 Exhibit E
 Exhibit F
 CAPACITY OF PLANT
 Plant Design.
 American Midstream
(Louisiana Intrastate), LLC 
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Capacity Not Warranted.
 DELIVERY AND REDELIVERY OF PLANT SUPPLIERS GAS
 Gas to be Delivered by Plant Supplier.
 American Midstream
(Louisiana Intrastate), LLC 
L1234
    
    7
    
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When Plant Suppliers Gas is to be Bypassed.
 Redelivery of Plant Suppliers Gas to Southerns Lines.
 Production Estimates.
 American Midstream
(Louisiana Intrastate), LLC 
L1234
    
    8
    
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ALLOCATION OF PRODUCTS
 General.
 Plant Suppliers Inert Constituents Plant Suppliers Inert Constituent
 American Midstream (Louisiana Intrastate), LLC 
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PLANT SUPPLIER HEREBY RELEASES,
INDEMNIFIES, DEFENDS AND HOLDS HARMLESS PROCESSOR AND PROCESSORS DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS, AND CONTRACTORS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LIABILITIES, EXPENSES, ACTIONS, CAUSES OF ACTION,
LIABILITIES, LOSSES, TAXES, PENALTIES AND FEES ARISING OUT OF
OR IN ANY WAY RELATING TO (I) ANY OR ALL OF PLANT SUPPLIERS INERT CONSTITUENTS, INCLUDING, WITHOUT
LIMITATION, THE UTILIZATION, MARKETING OR DISPOSAL THEREOF, AND/OR (II) ANY PERSONAL INJURY, DEATH,
PROPERTY DAMAGE, ENVIRONMENTAL DAMAGE, POLLUTION, OR CONTAMINATION ARISING OUT OF OR RELATING TO
ANY OR ALL OF PLANT SUPPLIERS INERT CONSTITUENTS.
  American Midstream (Louisiana Intrastate), LLC
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Basic Allocation Data.
 Allocation of Products to the Respective Field Delivery Points
 American Midstream (Louisiana Intrastate), LLC
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Field Volume Statements and Sub-Allocations at Field Delivery Points.
 Pipeline Uses and Losses.
 American Midstream (Louisiana Intrastate), LLC 
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Product Allocation Statements.
 Measurement of Field Volumes.
 American Midstream (Louisiana Intrastate), LLC 
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    13
    
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CONSIDERATION DUE PLANT SUPPLIER
 Plant Suppliers Consideration
  PLANT VOLUME REDUCTION AND BYPASSED GAS
 General
 Calculation of Plant Volume Reduction
 Shrinkage Portion
 American Midstream (Louisiana Intrastate), LLC 
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VAPOR EQUIVALENT
    
    HEAT EQUIVALENTCOMPONENTS
    
    FACTOR (CF/GAL)
    
    FACTOR (MMBTU/GAL)Carbon Dioxide
    
    
    57.8528
    
    
    
    0.000000Methane
    
    
    57.8431
    
    
    
    0.059729Ethane
    
    
    36.6672
    
    
    
    0.066338Propane
    
    
    35.5942
    
    
    
    0.091563Iso-Butane
    
    
    29.9662
    
    
    
    0.099629N-Butane
    
    
    31.1047
    
    
    
    0.103740Iso-Pentane
    
    
    26.8137
    
    
    
    0.109679N-Pentane
    
    
    27.0524
    
    
    
    0.110869Hexane
    
    
    23.8466
    
    
    
    0.115952Heptanes Plus*
    Determination of Losses
 Plant Volume Reduction Determination
 American Midstream (Louisiana Intrastate), LLC 
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Sharing of Plant Volume Reduction Among Plant Owners and Third Party Suppliers
 Accounting to Gas Transporter for Plant Volume Reduction
  American Midstream (Louisiana Intrastate), LLC 
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Determination of Bypassed Gas
 Sample Calculation of Plant Volume Reduction Allocation Procedure
 TERM
 
 Term
 
 American Midstream (Louisiana Intrastate), LLC
 L1234
    
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PAYMENT OF ROYALTY AND TAXES
 Royalty and Other Burdens on Production
 Severance and Other Taxes
 LAWS, REGULATIONS AND FORCE MAJEURE
 Agreement Subject to Laws
 Force Majeure
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easements or permits, or material, and other happenings beyond the control of such parties,
whether similar or dissimilar to the matters herein specifically enumerated; provided, however,
that prompt written or telegraphic notice has been given by the party who is claiming to have been
excused from performance by any of such causes to the other party and that performance shall be
resumed within a reasonable time after such cause has been removed; and provided further, that no
party hereto shall be required against its will to adjust any labor dispute.
 NOTICES
  PLANT SUPPLIER:
    
    Notices:If by mail, courier or facsimile:
    
    American Midstream (Louisiana Intrastate), LLCAttn: Gas Contracts8300 FM 1960 West, Suite 225Houston, TX 77070Phone: 281-955-4800Fax: 281-955-4855If by electronic mail:
    
    Email: bpieri@americanmidstream.comPROCESSOR:
    
    Notices:If by mail or facsimile:
    
    Enterprise Gas Processing, LLCAttn: GOM Gas Processing Contract AdministrationP.O. Box 4324Houston, Texas 77210-4324Telephone: (713) 381-1539Facsimile: (713) 381-4365If by courier:
    
    Enterprise Gas Processing, LLCAttn: GOM Gas Processing Contract Administration1100 Louisiana, Suite 1500
 American Midstream (Louisiana Intrastate), LLC 
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Houston, Texas 77002Telephone: (713) 381-1539If by electronic mail:
    
    GOMgasprocessing@eprod.com
  INDEMNIFICATION
 Processor and Plant Supplier shall indemnify, defend and hold the other harmless from claims,
demands and causes of action of every type and character arising out of the performance of this
agreement which are asserted against the indemnitee by any person (including, without limitation,
Processors and Plant Suppliers employees) for personal injury, death, loss of or damage to
property where such injury, death or loss of or damage to property is due to the sole negligence or
sole willful misconduct of the indemnitor. Where personal injury, death, or loss of or damage to
property is the result of joint negligence or willful misconduct of Processor and Plant Supplier,
the indemnitors duty of indemnification shall be in the same proportion that the indemnitors
negligent acts or omissions or willful misconduct contributed thereto. If Processor or Plant
Supplier is strictly liable under law, the indemnitors duty of indemnification shall be in the
same proportion that the indemnitors negligent acts or omissions contributed to the personal
injury, illness, death, or losses of or damage to property for which the indemnitor is strictly
liable.
 MISCELLANEOUS
 Access to Plant Suppliers Premises
 Separate Agreement
 American Midstream (Louisiana Intrastate), LLC 
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Inspection of Records.
 Headings and Subheadings.
 Successors and Assigns Bound.
 Conflicts.
 Media or Press Releases.
 American Midstream (Louisiana Intrastate), LLC
    
    
    21
    
    
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Signatures are on the next page.
 American Midstream (Louisiana Intrastate), LLC
    
    
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IN WITNESS WHEREOF,
 PLANT SUPPLIER:
AMERICAN MIDSTREAM (LOUISIANA INTRASTATE), LLCBy:

/s/ Marty PattersonMarty PattersonSR UPPROCESSOR: 
ENTERPRISE GAS PROCESSING, LLCBy:
    /s/ William S. GolowayWilliam S. GolowayRegional Director American Midstream (Louisiana Intrastate), LLC
    
    
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FRACTIONATION FEE
  (W)(1.20)

$4.00/MMBTU
    
    + 2.40 =
    
    Fractionation Fee
¢/Gallon
  Inside F.E.R. C.s Gas Market Report (IFERC) IFERC
  American Midstream (Louisiana Intrastate), LLC
    
    
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PRODUCT INDEX BASES
 Product
    
    Pricing BasisEthane
    
    OPIS monthly average (of
daily high and low) price for
Napoleonville ethane, less
$0.005/gallon.Propane
    
    OPIS monthly average (of
daily high and low) price for
Napoleonville propane, less
$0.0125/gallon.Isobutane
    
    OPIS monthly average (of
daily high and low) price for
Napoleonville isobutane, less
$0.005/gallon.Normal Butane
    
    OPIS monthly average (of
daily high and low) price for
Napoleonville normal butane, less
$0.0125/gallon.Natural Gasoline
    
    OPIS monthly average (of
daily high and low) price for
Napoleonville natural gasoline, less
$0.005/gallon.
  American Midstream (Louisiana Intrastate), LLC
    
    
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    Execution CopyL1234




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PLANT SUPPLIERS FIELD DELIVERY POINT(S) FOR PROCESSING
  Southern Delivery Point
    
    
    
    Southern Meter NumberCreole Receiving Station
    
    
    
    
    039500
 American Midstream (Louisiana Intrastate), LLC
    
    
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SETTLEMENT INSTRUCTIONS
 (Plant Supplier)
 Payments to Plant Supplier (wire):
  
 bpieri@americanmidstream.com
 American Midstream (Louisiana Intrastate), LLC
    
    
    5
    
    
    Execution CopyL1234