Exhibit 10.9
 GAS PROCESSING AGREEMENT
 by and between
 AMERICAN MIDSTREAM (LOUISIANA INTRASTATE), LLC ( Plant Supplier )
 and
 ENTERPRISE GAS PROCESSING, LLC, ( Processor ).
 TOCA GAS PROCESSING PLANT
ST. BERNARD PARISH, LOUISIANA




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TABLE OF CONTENTS
 ARTICLE I  DEFINITIONS
    
    
    1ARTICLE II  EXHIBITS
    
    
    5ARTICLE 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
    
    
    11ARTICLE VII  PLANT VOLUME REDUCTION AND BYPASSED GAS
    
    
    12ARTICLE VIII  TERM
    
    
    15ARTICLE IX  PAYMENT OF ROYALTY AND TAXES
    
    
    15ARTICLE X  QUALITY
    
    
    16ARTICLE XI  BILLING AND PAYMENTS
    
    
    17ARTICLE XII  TITLE AND WARRANTY OF TITLE
    
    
    17ARTICLE XIII  LIABILITY OF THE PARTIES
    
    
    18ARTICLE XIV  LAWS, REGULATIONS AND FORCE MAJEURE
    
    
    19ARTICLE XV  NOTICES AND PAYMENT
    
    
    21ARTICLE XVI  INDEMNIFICATION
    
    
    22ARTICLE XVII  MISCELLANEOUS
    
    
    22




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GAS PROCESSING AGREEMENT
TOCA GAS PROCESSING PLANT
ST. BERNARD PARISH, LOUISIANA
 Agreement Effective Date Plant Supplier Processor
 R E C I T A L S
 Toca
Plant Plant Southern
 Fractionation Agreement
 Exhibit E
   ARTICLE I  DEFINITIONS
 1.1
    
    Definitions. The following definitions of terms shall apply for all purposes
of this Agreement, including the preambles and exhibits, unless the context otherwise clearly
requires otherwise.
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1.1.1
    
    American Midstream Gas shall mean 100% of the gas that flows on the
Gloria Pipeline, whether or not Plant Supplier has the right to process such gas, less (i)
any gas which is used
or consumed by Plant Supplier or an affiliate of Plant Supplier as compressor fuel or
lost or unaccounted-for gas, including, but not limited to, gas lost in pipeline
blowdown for repairs or tie-ins, cleaning, purging, and in pipeline scrubber
operations; (ii) any gas which is sold by Plant Supplier or an affiliate of Plant
Supplier for drilling purposes, gas lift, and other routine and normal uses; (iii)
gas used for fuel in the Chevron refinery; iv) gas used for fuel in the Alliance
refinery but only in the event the Lafitte Pipeline cannot supply Gas to Alliance due
to force majeure; and (iv) any gas lost in the normal operation of Southerns Lines
downstream of the Plant Delivery Point. If gas transported on the Gloria Pipeline is
used for fuel at a refinery, the gas shall not be processed. American Midstream Gas
may als be referred to herein as Plant Supplier Gas1.1.2
    
    The term Gas or gas shall mean all vaporized hydrocarbons and
vaporized concomitant materials, whether produced with oil or from gas or gas condensate
wells.1.1.3
    
    A cubic foot of gas shall mean the volume of gas contained in one
cubic foot of space at a standard pressure base and a standard temperature base. The
standard pressure base shall be 15.025 pounds per square inch absolute, and the standard
temperature base shall be 60 degrees Fahrenheit (60° F). Whenever the conditions of
pressure and temperature differ from the above standard, conversion of the volume from
these conditions to the standard conditions shall be made in accordance with the Ideal Gas
Laws, corrected for deviation by the methods set forth in the American Gas Association
Measurement Committee Report No. 3 dated April 1955, as said report may be amended from
time to time. The terms MCF and MMCF shall mean, respectively, 1,000
cubic feet of gas and 1,000,000 cubic feet of gas.1.1.4
    
    Applicable Laws shall mean any applicable common law and any statute,
ordinance, code, law, rule, regulation, order, judgment, decree, requirement, or procedure
enacted, adopted, promulgated, applied, or followed by any Governmental Authority at any
time during the Term of this Agreement.1.1.5
    
    Bypassed Gas shall mean gas which has been delivered to Plant Owners
at the Plant Delivery Point, but which has been returned to Southern at the Plant
Redelivery Point without having been processed.1.1.6
    
    Claims means claims, damages, losses, and liabilities including,
without limitation, contractually-assumed liabilities, liens, fines, court or arbiter
awards, negotiated settlements, and Claims brought by an injured persons spouse, heirs,
or survivors, and all costs and expenses related to all of the above including, without
limitation, reasonable attorneys fees.1.1.7
    
    Committed Gas shall mean the gas produced or controlled by a Plant
Owner which has been committed to and made available for processing in the Toca Plant by
virtue of such Plant
Owners ownership of capacity in the Plant under the provisions of the Construction
and Operating Agreement.
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1.1.8
    
    Construction and Operating Agreement shall mean that certain
agreement entitled Agreement for the Construction and Operation of the Toca Gas
Processing Plant, St. Bernard Parish, Louisiana, entered into effective as of July 1,
1970 by Plant Owners to provide for the construction, ownership, and operation of the Toca
Plant.1.1.9
    
    FERC shall mean the Federal Energy Regulatory Commission.1.1.10
    
    Field Delivery Point shall mean any point at which gas being
transported in Southerns Lines and subject to processing in the Plant is initially
measured for the purpose of delivery for sale or for transportation identified on
Exhibit E hereto.1.1.11
    
    Fractionator shall mean Enterprise Products Operating LLC in its
capacity as owner and operator of the Norco Fractionation Plant and related pipelines and
facilities.1.1.12
    
    Fractionation Expense shall mean the fractionation expense
calculated per the terms and conditions of Exhibit C.1.1.13
    
    Gallon shall mean a standard U.S. liquid gallon of 231 cubic inches
when said liquid has a temperature of 60 degrees Fahrenheit (60° F) and is at a pressure
sufficient for liquification.1.1.14
    
    Gloria Pipeline shall mean the pipeline as shown on the attached
Exhibit F. The Gloria Pipeline includes the pipeline colored in red on Exhibit F
titled Gloria System and the pipeline colored in green on Exhibit F titled Gloria
Discharge to Toca.1.1.15
    
    Governmental Authority shall mean the United States and any tribal,
state, county, city, or other federal, state, or local agency, court, agency, commission,
governing body, or instrumentality.1.1.16
    
    Gross Receipts shall mean the monthly revenue calculated from the
value of the individual Products (expressed in cents per gallon) multiplied by the volume
of the Products allocated to the Plant Supplier. The value of each individual Product
shall be based on the pricing basis set forth under Exhibit D, as such pricing
basis may change from time to time.1.1.17
    
    Inert Constituents shall mean non-hydrocarbon constituents contained
in gas, including, without limitation, carbon dioxide, water vapor, ozone, nitrous oxide,
and mercury but, for the avoidance of doubt, expressly excluding Liquid Hydrocarbons.1.1.18
    
    Lafitte Pipeline shall mean the pipeline colored in blue as shown on
the attached Exhibit F.1.1.19
    
    Liquid Hydrocarbons, sometimes herein used to refer to liquefiable
hydrocarbons present in the gas stream and sometimes herein used to refer to hydrocarbons
in a liquid state after
extraction by the Plant from the gas stream, shall in either case mean natural
gasoline (iso-pentanes plus heavier hydrocarbons), butanes, propane, and ethane.
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1.1.20
    
    Net Proceeds shall mean the Gross Receipts obtained from the sale of
the share of Products to which Plant Supplier is entitled under this Agreement when Plant
Operator under the terms of this Agreement is authorized to make such sale, less the
following costs and expenses: (a) Taxes imposed by any taxing authority having or
asserting jurisdiction over the production, sale, or use of the Products and which tax
Processor is obligated to pay; (b) actual tank car expense if the Product is shipped in
tank cars, and rail transportation or other rail carrier costs if incurred by Processor;
(c) actual other transportation costs if incurred by Processor; and (d) the Fractionation
Expense.1.1.21
    
    Plant Delivery Point shall mean the point on Southerns Lines at
which gas is delivered by Southern to Plant Owners for processing in the Plant.1.1.22
    
    Plant Operator shall mean Enterprise Products Operating LLC or any
successor to Enterprise Products Operating LLC selected by Toca Plant Owners to operate
the Plant.1.1.23
    
    Plant Redelivery Point shall mean the point on the Southerns Lines
at which Residue Gas is returned by Plant Owners to Southern.1.1.24
    
    Plant Supplier Gas shall mean that portion of the American Midstream
Gas that Plant Supplier has title to and/or the right to process.1.1.25
    
    Products shall mean the commercial products fractionated from the
Raw Make by Fractionator at the Norco Fractionation Plant pursuant to the terms of the
Fractionation Agreement, including, but not limited to, natural gasoline, butanes,
propane, and ethane (including such methane allowable in commercial ethane), and shall
include any Liquid Hydrocarbons recovered by the inlet scrubber at the Plant for which the
preferred disposition is at the Plant rather than being combined with the Raw Make.1.1.26
    
    Psia shall mean pounds per square inch atmosphere.1.1.27
    
    Psig shall mean per square inch gauge.1.1.28
    
    Raw Make shall mean the combined stream of Liquid Hydrocarbons and
concomitant materials recovered from gas processed in the Plant and shall include any
liquefied hydrocarbons recovered by the Plant inlet scrubber if combined with the Raw
Make.1.1.29
    
    Residue Gas shall mean the stream of gas returned to Southern at the
Plant Redelivery Point after the gas received from Southern has been processed in the
Plant for the recovery of Liquid Hydrocarbons and shall include any Bypassed Gas
commingled with such processed gas.
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1.1.30
    
    Southerns Lines shall mean that portion of Southerns gas pipeline
system upstream of the Plant Delivery Point, plus any present or future extensions or
loops thereof, which is transporting unprocessed gas for processing at the Plant site.1.1.31
    
    Taxes shall mean any and all current or future taxes, fees, levies,
charges, assessments, or other impositions, including excise, sales, use, severance,
gathering, processing, fuel use, or other similar taxes levied, charged, imposed,
assessed, or collected by any Governmental Authority.1.1.32
    
    Third Party Supplier shall mean any Plant Supplier, including Plant
Supplier hereunder, whose gas is being transported through Southerns Lines and who has
entered into a Gas Processing Agreement or a Products Purchase Agreement with Plant
Operator to have gas processed in the Plant. Such term shall also apply to a Plant Owner
with respect to Committed Gas made available by it for processing in the Plant in excess
of 125 percent of such Owners capacity in the Plant, which excess, as provided in the
Construction and Operating Agreement, is considered to be under a Products Purchase
Agreement.1.1.33
    
    Toca Plant Owners or Plant Owners shall mean the parties
who own the Toca Plant, whether presently or in the future.1.1.34
    
    Transportation Agreement shall mean the applicable agreement in
place from time to time between Southern and Plant Supplier which covers the
transportation of the gas to the Plant to be processed hereunder.
 1.2
    
    Interpretation. Other terms defined herein shall have the meaning ascribed
to them. The singular of a defined term shall include the plural thereof. The use of or
shall include and unless the context clearly indicates a contrary interpretation.
 ARTICLE II  EXHIBITS
 2.1
    
    Exhibits. The following exhibits are attached to and made a part of this
Agreement:
 2.1.1
    
    Exhibit A, which is an example calculation illustrating the procedure
for allocating Products to Plant Owners and Third Party Suppliers.2.1.2
    
    Exhibit B, which is an example calculation illustrating the procedure
for calculating and allocating Plant Volume Reduction.2.1.3
    
    Exhibit C, which is description of the procedure for calculating the
Fractionation Expense.2.1.4
    
    Exhibit D, which lists the Product prices.
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2.1.5
    
    Exhibit E, which lists the Field Delivery Point(s) to be used for the
delivery of American Midstream Gas to Southerns Lines.2.1.6
    
    Exhibit F, which is a diagram of the Gloria Pipeline and the Lafitte
Pipeline.2.1.7
    
    Exhibit G, which is a procedure for sub-allocating MCF volume and GPM
between Plant Supplier Gas and American Midstream Gas.
 ARTICLE III   CAPACITY OF PLANT
 3.1
    
    Determined Plant Capacity. The gas handling capacity of the Toca Plant at
the design recovery levels is currently deemed to be 1030.0 MMCF/D. The Toca Plant is
designed to extract approximately 50 percent of the ethane and over 90 percent of the propane,
together with essentially all of the butanes and heavier liquefiable hydrocarbons contained in
the gas at a gas flow rate of 1030 MMCF/D at a delivery pressure of 800 psia and with a Plant
pressure loss not to exceed 35 psig.3.2
    
    Capacity Not Warranted. Plant Supplier hereby specifically recognizes that
the foregoing representations regarding the processing capacity of the Toca Plant are merely
advisory and do not constitute a warranty by or obligation of Processor as to capacity. Plant
Supplier further recognizes that the foregoing Plant gas handling capacity and liquid recovery
levels may change from time to time as the result of operating experience or performance tests
or alterations made to the Plant by Plant Owners.3.3
    
    Processors Capacity Rights. Processor has the right to and will be
utilizing a portion of its capacity rights in the Toca Plant in order to process Plant
Suppliers gas. Processors capacity rights are determined pursuant to the Toca Plant
Construction and Operating Agreement and the Fractionation Agreement. Processor will utilize
its capacity in the Toca Plant to have Plant Suppliers gas processed pursuant to the terms
and conditions of this Agreement.3.4
    
    Processors Right to Utilize Other Plants. Processor shall have the right to
deliver Plant Suppliers gas for processing to another processing plant (Alternate
Processing Plant) to decrease operating cost of processing Plant Suppliers gas; provided
that:
 3.4.1
    
    Processor shall provide Plant Supplier at least sixty (60) days advance notice
of its intent to process Plant Suppliers gas at an Alternate Processing Plant;3.4.2
    
    Delivery of Plant Suppliers gas to an Alternate Processing Plant shall be at
no additional cost or expense to Plant Supplier; Processor shall be responsible for any
costs and expenses associated therewith; and the consideration due Plant Supplier shall be
no less than it would have been were the gas processed at the Toca Plant;
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3.4.3
    
    The liquid recovery levels of the Alternate Processing Plant shall be equal to
or better than the liquid recovery levels at the Toca Plant and the gas handling capacity
of Processor in the Alternate Processing Plant is sufficient to process gas tendered by
Plant Supplier.
 ARTICLE IV- DELIVERY AND REDELIVERY OF PLANT SUPPLIERS GAS
 4.1
    
    Gas to Be Delivered by Plant Supplier. Plant Supplier shall deliver all
American Midstream Gas and Liquid Hydrocarbons contained in the American Midstream Gas to the
Plant for Processing. The sub-allocation for MCF and GPM between the Plant Supplier Gas and
American Midstream Gas shall be determined pursuant to the procedure illustrated in
Exhibit G. The rights granted herein by Plant Supplier to Processor are exclusive,
and Liquid Hydrocarbons shall not have been stripped in the field or elsewhere prior to
delivery at the Toca Plant other than by usual field separation methods which may include
adiabatic expansion utilizing the natural pressures available from the wells, but shall
exclude facilities designed to recover Liquid Hydrocarbons including but not limited to solid
bed absorption, lean oil absorption, turbo-expander, or mechanical refrigeration principles.
In no event shall Processor be liable to Plant Supplier if Southern fails for any reason to
deliver Plant Suppliers gas to the Plant for processing as above provided.4.2
    
    Delivery of Lafitte Gas. Plant Supplier shall have the right but not the
obligation to deliver gas from the Lafitte Pipeline to the Gloria Pipeline to the Plant for
Processing. Plant Supplier shall also have the right to construct a processing plant at the
Alliance refinery to Process gas from the Lafitte Pipeline, as shown on Exhibit F
hereto (Alliance Processing Plant), and may process gas which is delivered into the
Lafitte System other than American Midstream Gas from the Gloria Pipeline for the recovery of
Liquefiable Hydrocarbons and Inert Compounds at such processing plant subject to the following
conditions:
 4.2.1
    
    The gas which is processed at the Lafitte Processing Plant shall be
attributable to gas which is delivered from the Lafitte Pipeline or received from the
Alliance refinery and shall not include deliveries of Gas from the Gloria Pipeline;4.2.2
    
    Notwithstanding any provision of this Agreement to the contrary, in the event
that Plant Supplier processes gas at the Alliance Processing Plant attributable to the Gas
deliveries from the Grand Isle Gathering System currently owned by Energy XXI (or any
successor thereto), upon notice to Plant Supplier, may request a renegotiation of this
Agreement. In such event, both parties shall negotiate in good faith to reach agreement.
If, after sixty (60) days of the receipt of such notice by Plant Supplier, the parties are
unable to reach a mutually acceptable agreement, upon not less than thirty (30) days prior
notice to Plant Supplier, Processor may terminate this Agreement.
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4.3
    
    When Plant Suppliers Gas is to be Bypassed.
 4.3.1
    
    During periods when the Plant is completely or partially shut down because of
mechanical failure, force majeure, or necessary maintenance or repairs, or if the Plant
lacks sufficient capacity to handle all gas available for processing from Southerns
Lines, Plant Suppliers gas shall be processed on a pro-rata basis along with the gas
tendered by all other Third Party Suppliers to the extent that, but only to the extent
that, processing capacity is available. Gas not processed by Processor for Plant Supplier
as a direct result of such shutdowns or due to failure of Southerns Lines to deliver
Plant Suppliers gas to the Plant shall be deemed Bypassed Gas.4.3.2
    
    For each day during a month when a portion of Plant Suppliers gas is Bypassed
Gas, the quantity of Plant Suppliers Bypassed Gas shall be calculated by Processor based
on the ratio of the quantity of gas made available by Plant Supplier on such day bears to
the total quantity of gas made available by all Third Party Suppliers on such day;
provided that, if any continuous period of complete shutdown of the Plant shall equal or
exceed twelve (12) hours duration, the time of each such shutdown [determined to the
nearest increment of six (6) hours] and the measured (or estimated, in the absence of
measurement) volumes of gas bypassed during such determined period of shutdown shall be
excluded in determining the average volume of Third Party Suppliers gas considered to have
been bypassed during the affected month for purposes hereof.
 4.4
    
    Redelivery of Plant Suppliers Gas to Southern. After processing Plant
Suppliers gas delivered hereunder to the Plant, Processor shall redeliver the Residue Gas to
Southern; provided that, if the Residue Gas is not delivered to Southern immediately
downstream of the Toca Plant, the redelivery to Southern shall not adversely affect Plant
Suppliers rights and obligations regarding the redelivery of its gas; and provided further,
that any additional costs and expenses reasonably incurred by Plant Supplier associated with
the redelivery of Plant Suppliers Residue gas other than immediately downstream of the Toca
Plant shall be borne by Processor. The Residue Gas prior to being commingled with any
Bypassed Gas shall have a total or gross heating value of not less than one thousand (1,000)
BTUs per cubic foot (gross heating value saturated with water vapor) and shall otherwise
comply with the quality specifications enumerated in Southerns Tariff, provided that the
combined gas stream delivered by Southern at the Plant Delivery Point meets such
specifications.4.5
    
    Production Estimates. No later than the Effective Date and thereafter no
later than five (5) days prior to the start of each month, Plant Supplier shall provide
Processor with a gas composition analyses and monthly volume forecast, i.e., monthly wellhead
production estimates, daily pipeline nomination volumes, or other Field Delivery Point
information for each Field Delivery Point (expressed in MCF per day).
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ARTICLE V   ALLOCATION OF PRODUCTS
 5.1
    
    General. Products fractionated from the Raw Make recovered from gas
processed in the Plant shall be allocated to the source of each Plant Owners Committed Gas
and each Third Party Suppliers gas in accordance with the procedure set forth in the
following sections of this Article V, which procedure is illustrated by the example
calculation set forth in Exhibit A hereto. As shown on said Exhibit A,
separate calculations shall be made for each Product. For the purposes of such allocations,
Plant Supplier under this Agreement shall be allocated Products on the same basis as Products
are allocated to Plant Owners. Processor will respond promptly to inquiries from Plant
Supplier regarding daily operating rates and daily production rates at the Plant.5.2
    
    Basic Allocation Data. The volumes of gas which shall be credited as having
been processed for the account of Plant Supplier in the Plant shall be the sum of all volumes
of gas delivered to Southerns Lines at the various Field Delivery Points less the volumes
deducted pursuant to Section 5.5 hereof. Representative determinations for Liquid
Hydrocarbons content of the gas shall be made of the gas streams at each Field Delivery Point
by Plant Operator quarterly or more often, if found necessary, by chromatographic analysis or
by some other acceptable method for testing gas for Liquid Hydrocarbons content. Plant
Operator shall give Plant Supplier reasonable advance notice of tests to determine Liquid
Hydrocarbons content of the gas at the Field Delivery Points for Plant Suppliers account so
that Plant Supplier may witness such tests if desired. Plant Supplier agrees that the gas
streams made available for these tests shall be representative of the streams normally
delivered at the Field Delivery Points for Plant Suppliers account and will be at as near
typical delivery conditions and volumes as possible at the time. Either Plant Operator or
Plant Supplier may request a retest if dissatisfied with the results of a particular test. If
the request for a retest is made by Plant Supplier and the Liquid Hydrocarbons content of the
previous test is confirmed within ten percent (10%), the expense of the retest shall be borne
by Plant Supplier.5.3
    
    Allocation of Products to the Respective Field Delivery Points. Such
aforesaid volumes of gas which are credited as having been processed and the theoretical
Liquid Hydrocarbons content of such gas at the respective Field Delivery Points shall be used
as the basis for allocating each Product fractionated from the Raw Make to such Field Delivery
Points by the method illustrated in Exhibit A. Such method contemplates that the
volume of theoretical Liquid Hydrocarbons (separately for each Product) for each such Field
Delivery Point will be calculated by multiplying the volume of gas credited as having been
processed from such Field Delivery Point by the theoretical Liquid Hydrocarbons content
(separately as to each Product) at each such Field Delivery Point. The total of each such
Product fractionated from the Raw Make will, in turn, be allocated to such respective Field
Delivery Points in the ratio that the volume of theoretical Product calculated for each Field
Delivery Point bears to the sum of the volumes of such theoretical Product calculated for all
such Field Delivery Points. Any Liquid
Hydrocarbons recovered by the Plant inlet scrubber for which the preferred disposition is at
the Plant rather than being combined with the Raw Make, shall be allocated to the Field
Delivery Points in the same proportions as natural gasoline Product is allocated.
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5.4
    
    Field Volume Statements and Sub-Allocations at Field Delivery Points. As
soon as practicable, but no later than the twentieth (20th) day of each month, Plant Supplier
shall furnish, or cause to be furnished, to Plant Operator a gas purchase statement by
Southern or such other statement as Plant Operator may reasonably require, to show the volume
of gas delivered during the preceding month from each of the Field Delivery Points for Plant
Suppliers account. Additionally, by the twentieth (20th) day of each such month, but only
when gas owned by more than one Plant Supplier (including for Plant Suppliers account) has
been delivered through a single Field Delivery Point, Plant Supplier, if so situated, shall
furnish or cause the operator of the Field Delivery Point to furnish to Plant Operator written
instructions on sub-allocating the gas delivered through said Field Delivery Point and
Products attributable thereto for such preceding month. Plant Operator shall be entitled to
rely on the information thus furnished or caused to be furnished in sub-allocating the
Products recovered and allocated to the particular Field Delivery Point.5.5
    
    Pipeline Uses and Losses. From the quantities of gas measured at the
respective Field Delivery Points as provided above, there shall be deducted any gas which may
be lost, used, or sold by Southern at any place on Southerns Lines between such Field
Delivery Points and the Plant Delivery Point, as more specifically set forth in Section
4.1 above. The volumes of such gas and the nature of each disposition, as reported by
Southern to Plant Operator, shall be subtracted by Plant Operator from the quantities of gas
measured at the Field Delivery Points. In making settlements hereunder, Plant Operator shall
be entitled to rely upon the accuracy of such information as reported to it by Southern, but
Plant Operator shall footnote settlement data supplied to the affected Plant Suppliers, noting
the allocable amount of gas lost, used, or sold by Southern. It is understood that the
aforesaid volumes of gas lost, used, or sold by Southern at any place on Southerns Lines
shall be allocated to all Field Delivery Points serving Southerns Lines (including the Field
Delivery Point serving the Lines from which gas will be processed in plants other than the
Toca Plant) in the ratio which the volume of gas measured at each such Field Delivery Point
during the applicable month bears to the total volume of gas measured at all Field Delivery
Points serving Southerns Lines during the applicable month.5.6
    
    Product Allocation Statements. By the end of the month in which the
information referred to in the preceding two sections is received, Plant Operator shall
furnish a statement to all Plant Owners and Third Party Suppliers accounting for the volume of
gas delivered from each Field Delivery Point for the preceding month together with the amount
of each individual Product allocated to said gas.
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5.7
    
    Measurement of Field Volumes. All gas delivered at a Field Delivery Point
shall be measured by a suitable orifice meter or meters of standard make furnished, installed,
operated, and kept in repair by the owners of the equipment at the point where delivery is
made to Southerns Lines which shall be the same meter or meters used under the provisions of
each Plant Owners or Third Party Suppliers individual gas purchase contract with Southern.
The volumes measured by said meter or meters shall be used for purposes of settlement under
this Agreement. The computation of all gas volumes measured by orifice meters shall be based
on the latest orifice factors published by the American Gas Association corrected to a base
pressure of 15.025 psia and at a base temperature of sixty degrees Fahrenheit (60° F), and the
measurement procedures, technical requirements, and standards for all such meters shall be as
set out in each Owners or Plant Suppliers gas transportation contract. Plant Supplier
agrees that the Plant Operator shall have the right to witness all tests of the meters and
other equipment employed to measure volumes of gas delivered to Southern, and upon request,
Plant Supplier shall give Plant Operator reasonable advance notice of all such tests.
 ARTICLE VI   CONSIDERATION DUE PLANT SUPPLIER
 6.1
    
    Plant Suppliers Consideration for Plant Supplier Gas. Subject to Sections 6.2, and
6.3 hereof, during any calendar month:
 6.1.1
    
    If the total deliveries of American Midstream Gas to the Plant is greater than
or equal to an average daily volume of 40,000 MCF per day during such month, as full
settlement hereunder, Plant Supplier shall receive eighty-eight percent (88%) of the Net
Proceeds attributable to Plant Supplier Gas for such month, as allocated to Plant
Suppliers Gas under Article V hereof. Processor shall be entitled to twelve
percent (12%) of the Net Proceeds attributable to Plant Supplier Gas for such month
(Processors Proceeds).6.1.2
    
    If the total deliveries of American Midstream Gas to the Plant for is less than
an average daily volume of 40,000 MCF per day during such month, as full settlement
hereunder, Plant Supplier shall receive eighty-four percent (84%) of the Net Proceeds
attributable to Plant Supplier Gas for such month, as allocated to Plant Suppliers Gas
under Article V hereof. Processor shall be entitled to sixteen percent (16%) of
the Net Proceeds attributable to Plant Supplier Gas for such month.
 6.2
    
    Minimum Processors Proceeds. Notwithstanding the foregoing, in no event
shall the value of the Processors Proceeds be less than the Minimum Plant Value. The
Minimum Plant Value shall be the Processors Minimum Fee of $0.12 per MCF (as
adjusted in accordance with Section 6.3) multiplied by the MCF of Plant Supplier Gas
processed at the Plant. If Processors Proceeds is less than the Minimum
Plant Value, Plant Supplier shall pay Processor the difference between Processors Proceeds
and the Minimum Plant Value.
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6.3
    
    Processors Minimum Fee. Processors minimum fee (Minimum Fee) (in
$/MCF) shall be re-determined and shall be adjusted on an annual basis each April 1 in
accordance with the following formula; provided however, the Minimum Fee shall not be less
than $0.12/MCF.Processors Minimum Fee ($/MCF) = $0.12/MCF * (GDP2 / GDP1), where:GDP2 = United Sates Bureau of Economic Analysis GDP Implicit Price Deflator
(Bureau of Economic Analysis Table 1.1.9) for the previous year; andGDP1 = The average of the GDP Implicit Price Deflator for the calendar year 2010.
 ARTICLE VII   PLANT VOLUME REDUCTION AND BYPASSED GAS
 7.1
    
    General. A reduction in gas volumes, herein called Plant Volume
Reduction, will occur between the quantity of gas delivered by Southern for processing in
the Plant and the volume of Residue Gas returned to Southern because of (a) extraction of Raw
Make, herein called the Shrinkage Portion, and (b) Plant fuel used, flared gas, or
other uses or losses incident to or occasioned by processing.7.2
    
    Calculation of Plant Volume Reduction. The Plant Volume Reduction for the
entire Plant shall be accounted for on a monthly basis and shall be calculated as follows:
 7.2.1
    
    Shrinkage Portion. The vapor volume equivalent of each liquid
component of the Raw Make shall be determined by multiplying the liquid volume of such
component by the applicable vapor equivalent factor set forth in the schedule below to
derive the Shrinkage Portion. The total Shrinkage Portion of the Plant Volume Reduction
will be equal to the sum of all such conversion computations made for each component of
the Raw Make. Until revised by Plant Owners and Southern, the vapor equivalent factors
set forth in the schedule below shall be used for all such conversion calculations taken
from Gas Processors Association (GPA) Publication 2145-09:
 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*
 
 *
    
    The gas/liquid ratio for heptanes plus shall be determined from time to time as may
be necessary to be representative of such components. 12




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7.2.1.1
    
    Vapor Equivalent factors are in cubic feet per gallon on the Ideal Gas Basis
corrected from 14.696 psia to 15.025 psia. Such factors shall be modified from
time to time to conform with any amendment or revision of the above table
adopted by the GPA. Heat Equivalent factors are in MMBTU per Gallon. Such
factors shall be modified from time to time to conform with any amendment or
revision of the above table adopted by the GPA.7.2.1.2
    
    The total shrinkage portion of the Plant Volume Reduction will be determined
from measurement by positive displacement liquid meter and monthly composite
sampling and analysis of the Raw Make.
 7.2.2
    
    Determination of Losses. Plant fuel, flared gas, and other uses or
losses incident to processing: The volume of gas which is attributable to such uses or
losses shall be as determined by the measurement with meters of each such use occurring in
the Plant as may be necessary to determine accurately the total volume of gas so used,
such meters to be installed and operated as mutually agreed by Plant Owners and Southern.7.2.3
    
    Plant Volume Reduction Determination. All Plant Volume Reduction
attributable to any other Plant use, loss, or operation shall be determined by a method
mutually agreeable to Plant Owners and Southern. From time to time, Plant Owners and
Southern may agree on some other method of determining Plant Volume Reduction in order to
remove any inequities which may be found to exist, and any such other method adopted shall
be applicable to this Agreement.
 7.3
    
    Sharing of Plant Volume Reduction Among Plant Owners and Third Party
Suppliers. That portion of Plant Volume Reduction resulting from Plant fuel shall be the
volume measured by orifice meters. The metered fuel volume shall be allocated to the
respective Field Delivery Points of Plant Owners and Third Party Suppliers on the following
basis: One-half (1/2) in the same ratio that the sum of the gallons of propane and heavier
Products (calculated separately for each Product) allocated to each Field Delivery Point bears
to the sum of the gallons of propane and heavier Products (calculated separately for each
Product) allocated to all Field Delivery Points, and one-half (1/2) in the ratio that the
volume of gas processed from each such Field Delivery Point bears to the total volume of gas
processed in the Plant.. That portion of the Plant Volume Reduction remaining, after
subtracting the metered fuel volume, shall be allocated to the respective Field Delivery
Points of Plant Owners and
Third Party Suppliers in the same ratio that the sum of the vapor equivalent of all Products
(calculated separately for each Product) allocated to each Field Delivery Point bears to the
sum of the vapor equivalent of all Products (calculated separately for each Product)
allocated to all Field Delivery Points to the Plant.
 13




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7.4
    
    Accounting to Southern for Plant Volume Reduction. Plant Supplier shall bear
and shall account to Southern for the full amount of Plant Volume Reduction allocated to the
gas credited as having been processed from the Field Delivery Points for Plant Suppliers
account monthly on such basis as may be provided in the applicable contract between Plant
Supplier and Southern, it being expressly understood that Plant Owners have no responsibility
for any portion of such Plant Volume Reduction allocated pursuant hereto to the Field Delivery
Points for Plant Suppliers account. Plant Operator shall, by the end of the month in which
it receives the accounting data required to be furnished by Plant Supplier under Section
5.5 and such additional accounting data as may be required from Plant Owners, other
Suppliers and Southern, furnish Plant Supplier and other interested parties a statement
setting forth:
 7.4.1
    
    The total quantity of Plant Volume Reduction; and7.4.2
    
    Each Plant Owners and Third Party Suppliers proportionate share of the total
Plant Volume Reduction; and7.4.3
    
    An allocation of the Plant Volume Reduction applicable to each Field Delivery
Point serving the Plant, and a sub-allocation as to gas which is owned by more than one
Plant Supplier (including for Plant Suppliers account) to show the amount of Plant Volume
Reduction attributable to each Owner of the gas delivered at such Field Delivery Point.The results set forth in such statement each month shall constitute the quantity of
Plant Volume Reduction to be allocated to each Plant Owner and Third Party Supplier
for the preceding month, and Southern may rely on such statements in effecting
settlement with Plant Supplier for Plant Suppliers share of Plant V olume Reduction.
Plant Operator shall furnish the foregoing parties with an allocation statement based
on estimated Plant Volume Reduction covering the first month of Plant operation.
Plant Operators statement shall also report the volume of gas bypassed at the Plant
during the preceding month and allocation thereof to Plant Owners and Third Party
Suppliers, including Plant Supplier.
 7.5
    
    Determination of Bypassed Gas. In conformity with the requirements agreed
upon by Plant Owners and Southern, Plant Owners have installed and shall operate , maintain,
and repair an orifice meter on the Plant bypass line for the purpose of measuring gas bypassed
as herein provided.7.6
    
    Sample Calculation of Plant Volume Reduction Allocation Procedure. The
procedure for calculating and allocating Plant Volume Reduction in accordance with the
provisions of this Article VII is illustrated by Exhibit B hereto.
 14




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ARTICLE VIII   TERM
 8.1
    
    Term. Subject to the terms of this Agreement, particularly the terms of
Sections 4.2.2 hereof and Sections 8.2 and 8.3below, this Agreement
shall be in full force and effect for a primary seven-year term of June 1, 2011 through May
31, 2018 and will continue from year to year thereafter unless and until terminated by either
Party, having given at least ninety (90) days prior written notice to the other Party to
terminate at the end of the current term.8.2
    
    Permanent Plant Shutdown. Processor shall have the right, to be exercised in
its reasonable sole discretion, to permanently shut down the Plant. In the event Processor
elects to permanently shut down the Plant, Processor shall provide Plant Supplier written
notice at least ninety (90) days prior to such permanent Plant shut down, and this Agreement
shall terminate ninety (90) days following Plant Suppliers receipt of such written notice.8.3
    
    Periods when Processor not Processing Plant Suppliers Gas. Notwithstanding
any other provision of this Agreement to the contrary, if, at any time and from time to time,
Processor, (i) for any reason, is unable or unwilling to process at least seventy-five percent
(75%) of the gas that Plant Suppliers tenders at the Field Delivery Point and (ii) such
inability or unwillingness on the part of Processor extends for more than forty-five (45) days
during any consecutive one-hundred twenty (120) day period, Plant Supplier shall have the
right to have its gas processed by another party; provided, however, that if Processors
inability to process Plant Suppliers gas is the result of a Force Majeure situation involving
the Toca Plant, then Plant Suppliers right to have its gas processed by another party shall
cease on the first day of the month that Processor is able to process all of the gas tendered
by Plant Supplier at the Field Delivery Point.
 ARTICLE IX   PAYMENT OF ROYALTY AND TAXES
 9.1
    
    Royalty and Other Burdens on Production. Plant Supplier shall be solely
responsible for accounting to or paying to the lessors, royalty owners, and the owners, if
any, of oil payments, overriding royalties, or other interests in production under the lease
or leases in the field or fields covered hereunder for their share, if any, of the Products or
the proceeds derived therefrom attributable to the gas processed for Plant Suppliers account
hereunder. Processor shall not be liable for the payment of any monies due hereunder to the
lessors, royalty owners, and the owners, if any, of oil payments or overriding royalties under
the lease or leases in the field or fields covered hereunder.
 15




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9.2
    
    Severance and Other Taxes. Processor shall not be liable for any severance,
gathering, or equivalent Taxes due on the production, severance, and handling of the gas
delivered by Plant Supplier for processing hereunder and the severance or similar Taxes due on
Plant Suppliers share of products hereunder where the same are taken in kind. Plant Supplier
shall pay or cause to be paid any and all Taxes or obligations due on the sale, use,
production, severance, processing, transportation, or handling of Plant Suppliers Gas and
condensate delivered to Processor hereunder or on Residue Gas, Products, or Raw Make extracted
therefrom (or the proceeds attributable thereto, as the case may be), except for any Taxes
assessed on the disposition of Processors share of such Residue Gas, Products, or Raw Make,
if any, extracted from Plant Suppliers Gas or condensate.
 ARTICLE X   QUALITY
 10.1
    
    Gas Quality Specifications. Plant Suppliers Gas delivered into Southerns
Line shall conform to the gas quality specifications (Quality Specifications)
contained in the then-current FERC Gas Tariff applicable to Southerns Lines, with the
exception of any specification related to (i) liquefiable hydrocarbon content, (ii) BTU
content, and (iii) hydrocarbon dew point. Plant Suppliers Gas shall be natural gas that was
produced only from a gas reservoir from a well. Any waiver of a Quality Specification by
Processor must be in writing and no receipt of gas that does not conform to the Quality
Specifications (Off-Spec Gas) by Processor shall act as a waiver of the applicable
Quality Specifications with respect to any future deliveries of gas, other than the gas
specified in Processors written waiver. Plant Supplier shall use commercially reasonable
efforts to remedy the quality of such Off-Spec Gas in a timely manner and Plant Supplier shall
inform Processor timely of the disposition of such Off-Spec Gas.10.2
    
    Off-Specification Notification. If Plant Supplier becomes aware that Plant
Suppliers gas fails to conform to the Quality Specifications, Plant Supplier, as soon as
reasonably possible after becoming aware of such failure, shall give written or verbal notice
to Processor of the Off-Spec Gas and the manner in which such Off-Spec Gas does not conform to
the Quality Specifications; provided, however, if verbal notice is initially given, then Plant
Supplier shall, as soon as reasonably possible, deliver to Processor written notice specifying
the manner in which such Off-Spec Gas does not conform to the Quality Specifications (in
either case, such written notice being herein called (the Written Off-Spec Notice).
If Processor becomes aware that Off-Spec Gas is being delivered by Plant Supplier hereunder
before receiving such written or verbal notice from Plant Supplier, Processor shall, as soon
as reasonable after becoming aware thereof, give written or verbal notice to Plant Supplier of
the Off-Spec Gas and the manner in which such Off-Spec Gas does not conform to the Quality
Specifications; provided, however, if verbal notice is initially given, then Processor shall,
as soon as reasonably possible, deliver to Plant Supplier a Written Off-Spec Notice.
 16




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##### 



10.3
    
    Remedies for Off-Spec Gas.
 10.3.1
    
    Suspension of Receipt of Off-Spec Gas. Processor shall have the right
to suspend receipt of Off-Spec Gas; provided, however, that Processors failure to suspend
receipt of Off-Spec Gas after having had reasonable opportunity to suspend receipt shall
constitute acceptance of such Off-Spec Gas as received and be a waiver of the Gas Quality
Specifications (but only with respect to matters set forth in the notice delivered by
Plant Supplier to Processor pursuant to Section 10.2 above) for the Off-Spec Gas
so accepted; provided, however, Processors receipt of such Off-Spec Gas shall not
obligate Processor to accept subsequent Off-Spec Gas from Plant Supplier.10.3.2
    
    Waiver of Claims. If, after a reasonable response period, Processor
continues to accept Off-Spec Gas, Processor waives its claims against Plant Supplier for
damages caused by Off-Spec Gas (but only with respect to those damages caused by the
manner in which such Off-Spec Gas does not conform to the Gas Quality Specifications as
expressly set forth in the applicable Written Off-Spec Notice delivered pursuant to
Section 10.2 above).10.3.3
    
    Indemnity. Plant Supplier hereby agrees to indemnify, defend, and
hold harmless Processor from and against all Claims arising out of, resulting from, or
caused by Off-Spec Gas, except to the extent waived by Processor pursuant to Section
10.3.2.
 ARTICLE XI  BILLING AND PAYMENTS
 11.1
    
    Statements. On or before the last day of each month, Processor shall render
to Plant Supplier a detailed statement for the preceding month setting forth the calculation
of the net amount due hereunder to Plant Supplier or Processor, as the case may be.11.2
    
    Payment of Statements. Plant Supplier or Processor, as the case may be,
shall make payment to the other party by wire transfer on or before the twenty-fifth (25th)
day of the month following the month in which such statement is rendered for all sums payable
pursuant to such statement.11.3
    
    Statement Errors. In the event an error is discovered in the amount shown
to be due on statement rendered by Processor hereunder, such error shall be adjusted without
interest or penalty as promptly as reasonably practicable. All statements rendered hereunder
shall be deemed to be final and not subject to audit two (2) years after the date on which the
statement is rendered.11.4
    
    Reservation of Rights. Each party reserves to itself all rights, setoffs,
counterclaims, and other defenses which it is or may be entitled to arising from the
Agreement.
 ARTICLE XII  TITLE AND WARRANTY OF TITLE
 12.1
    
    Conveyance of Rights to Processor. Plant Supplier does hereby grant,
bargain, sell, transfer, convey, and assign to Processor, its successors and assigns, (i) all
Plant Products contained in Plant Suppliers Gas delivered hereunder that are recovered and
removed by Processor and (ii) the right to consume Plant Suppliers gas as Plant fuel,
shrinkage, use, loss, or operation.
 17




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##### 



12.2
    
    Title to Plant Products. Title to Plant Products recovered from Plant
Suppliers gas hereunder shall pass to Processor when the same are removed from the gas
streams or become identifiable Plant Products.12.3
    
    Title to Plant Suppliers Gas. Except for Plant Products, title to Plant
Suppliers gas and all constituents thereof shall remain in Plant Supplier at all times.12.4
    
    Title Warranty. Plant Supplier represents and warrants to Processor that
(i) Plant Supplier has title to or has the right to process Plant Suppliers gas delivered
hereunder for extraction of Plant Products, (ii) such Plant Products are free and clear of any
and all liens, encumbrances and adverse claims, and (iii) Plant Supplier has the right, power,
title, and authority to enter into this Agreement and to bargain, grant, sell, transfer, and
convey to Processor, its successors and assigns, the rights, titles, benefits, and interests
created and assigned hereby, free and clear of any and liens, encumbrances and adverse claims.12.5
    
    Proceeds of Production. Plant Supplier agrees to make (i) payment of all
royalties, overriding royalties, production payments, and all other payments for interests
attributable to Plant Supplier Plant Products due to any Person under any leases or other
documents in accordance with the terms thereof and (ii) settlements with all other Persons
having any interest attributable to Plant Supplier Plant Products.12.6
    
    Indemnification. Plant Supplier agrees to indemnify and hold Processor
harmless from any and all Claims incurred in connection with, or in any manner whatsoever
relating to (i) processing rights to the Plant Suppliers gas and title to the Plant Products
recovered and removed therefrom, (ii) any breach of the representations and warranties made by
Plant Supplier pursuant to Section 12.1 above, (iii) payment for Plant Suppliers gas,
royalties, overriding royalties, production payments, and all other payments for interests
attributable to Plant Supplier Plant Products or Plant Supplier Residue Gas hereunder due to
any Person or (iv) settlements with any other Persons having any interest attributable to
Plant Supplier Plant Products.
 ARTICLE XIII  LIABILITY OF THE PARTIES
 13.1
    
    Control and Possession of Gas. As between Plant Supplier and Processor,
Plant Supplier shall be deemed in control and possession of the gas delivered for processing
hereunder and responsible for any damage or injury caused thereby until such gas shall have
been delivered at the Point of Delivery. As between Plant Supplier and Processor, Processor
shall be deemed in control and possession of the gas delivered for processing hereunder and
responsible for any damage or injury caused thereby until such gas shall have been delivered
to Plant Supplier or its designee at the Point of Redelivery.
 18




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##### 



13.2
    
    Waiver of Certain Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY, ANY SUCCESSORS IN
INTEREST OR ANY BENEFICIARY OR ASSIGNEE OF THIS AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL,
INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR ANY BREACH HEREOF.
THIS SECTION 13.2 SHALL APPLY NOTWITHSTANDING THE SOLE, JOINT, OR CONCURRENT
NEGLIGENCE, FAULT, OR RESPONSIBILITY OF THE PARTY WHOSE LIABILITY IS WAIVED BY THIS PROVISION,
OR ANY OTHER EVENT OR CONDITION, WHETHER ANTICIPATED OR UNANTICIPATED, AND REGARDLESS OF
WHETHER PRE-EXISTING PRIOR TO THE DATE OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING AND
SUBJECT TO SECTION 10.3.3 HEREIN, LOSSES, DAMAGES AND COSTS INCURRED BY PROCESSOR IN
CONNECTION WITH OR CAUSED BY INERT CONSTITUENTS AND/OR OFF-SPEC GAS, OR THE VENTING, DISPOSING
AND/OR HANDLING THEREOF, SHALL BE CONSIDERED DIRECT DAMAGES AND NOT CONSEQUENTIAL, INCIDENTAL,
INDIRECT, SPECIAL, OR PUNITIVE DAMAGES.
 ARTICLE XIV   LAWS, REGULATIONS AND FORCE MAJEURE
 14.1
    
    Agreement Subject to Laws. This Agreement shall be subject to all
Applicable Laws of any Governmental Authorities.14.2
    
    Force Majeure and Suspension of Obligations.
 14.2.1
    
    Suspension of Obligations. If either Plant Supplier or Processor is
rendered unable, wholly or in part, by reason of Force Majeure, from carrying out its
obligations under this Agreement (other than the obligation to make payment of amounts due
hereunder), then upon said partys giving written notice and reasonably full particulars
of such Force Majeure to the other party, which shall be done as soon as practicable after
the occurrence of the cause relied on, the obligations of the party giving such notice, so
far as they are affected by such Force Majeure, shall be suspended during the continuance
of any inability so caused, but for no longer period, and such cause shall be remedied
with all reasonable dispatch.14.2.2
    
    Definition of Force Majeure. The term Force Majeure shall
mean acts of God, acts of Governmental Authorities or any agencies thereof, compliance
with Applicable Laws of any Governmental Authority or any office, department, agency, or
instrumentality thereof, strikes, lockouts, or other industrial disturbances, acts of the
public enemy, acts of terrorism, wars, blockades, insurrections, riots, epidemics,
landslides, lightning, earthquakes, fires, extreme cold, storms, hurricanes, floods, or
other adverse weather conditions, washouts, arrests, and restraint of rulers and people,
civil disturbances, explosions, breakage or accident to machinery or lines of pipes,
freezing of wells or lines of pipes, requisitions, directives, diversions, embargoes,
priorities, or expropriations of government or governmental
 19




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##### 



authorities, legal or de facto, whether purporting to act under some constitution, decree, law, or otherwise,
failure of pipelines or other carriers to transport or furnish facilities for
transportation, failure of third parties to fractionate or furnish facilities for
fractionation, rules and regulations with regard to transportation by common carriers,
failures, disruptions, or breakdowns of machinery or of facilities for production,
fractionation, manufacture, transportation, distribution, processing, or consumption
(including, but not by way of limitation, the Plant and downstream fractionation
facilities), allocation , or curtailment by third parties of downstream capacity, the
necessity for making repairs, alterations, enlargements, or connections to, or performing
maintenance on, machinery or facilities of production, fractionation, manufacture,
transportation, distribution, processing, or consumption (including, but not by way of
limitation, the Plant and downstream fractionation facilities), inability to secure
rights-of-way, transportation embargoes or failures or delays in transportation or poor
road conditions, partial or entire failure of gas or natural gas liquids supply or
downstream pipeline or fractionation market constraints, and, without limitation by
enumeration, any other cause or causes, whether of the kind herein enumerated or
otherwise, not reasonably within the control of the party claiming suspension, which, by
the exercise of due diligence, such party shall not have been able to avoid.14.2.3
    
    Strikes. The settlement of strikes or lockouts shall be entirely
within the discretion of the party having the difficulty. The requirement that any Force
Majeure shall be remedied with all reasonable dispatch shall not require the settlement of
strikes or lockouts by acceding to the demands of the opposing party, when such is deemed
inadvisable in the discretion of the party having the difficulty.14.2.4
    
    Interruption of Operations. Either party may, without liability to
the other party, interrupt the operations of its facilities for the purpose of performing
inspections, pigging, maintenance, testing, alterations, modifications, expansions,
connections, repairs, or replacements, but such interruption shall be for only such time
as may be reasonable. The party interrupting
operations shall give the other party advance written notice, except in case of
emergency, of its intention to interrupt operations and of the estimated time
thereof.
 20




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ARTICLE XV   NOTICES AND PAYMENT
 15.1
    
    Notices. All notices, settlement instructions, payments, and demands
required or provided for herein shall be in writing and shall be considered as duly delivered
when delivered by courier, facsimile, or mailed by prepaid mail, addressed to the party to
whom such notice is given as follows:
 PLANT SUPPLIER:
Notices:
    
    American Midstream, LP
Attn: Contract Administration
8300 FM 1960 West, Suite 225
Houston TX 77070
Phone: (281) 955-4815
Fax: (281) 955-4855
Email: mgonzales@americanmidstream.comPlant Statements:
    
    American Midstream, LP
Attn: Manager, Accounting
8300 FM 1960 West, Suite 225
Houston TX 77070
Phone: (281) 955-4709
Fax: (281) 955-4855
Email: PMcnamara@americanmidstream.comPayment: Payments (Wire):
    
    Comerica Bank
ABA # 111000753
Acct # 1881319493
For credit to: American Midstream, LLC
Federal Tax ID: 27-0855925PROCESSOR:      Notices:If by mail or facsimile:
    
    Enterprise Gas Processing, LLC
Attn: GOM Gas Processing Contract Administration
P.O. Box 4324
Houston, Texas 77210-4324
Telephone: (713) 381-1539
Facsimile: (713) 381-4365If by courier:
    
    Enterprise Gas Processing, LLC
Attn: GOM Gas Processing Contract Administration
1100 Louisiana, Suite 1500
Houston, Texas 77002
Telephone: (713) 381-1539If by electronic mail:
    
    GOMgasprocessing@eprod.com
  21




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ARTICLE XVI  INDEMNIFICATION
 16.1
    
    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, or 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 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 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.
 ARTICLE XVII   MISCELLANEOUS
 17.1
    
    Plant Suppliers Inert Constituents.
 17.1.1
    
    Plant Supplier shall retain title to, and risk and responsibility for, all
Inert Constituents in the gas delivered by Plant Supplier under this Agreement
(collectively, whether removed from the gas or not, Plant Suppliers Inert
Constituents), including but not limited to, carbon dioxide (CO2). To the extent
that Processor removes Plant Suppliers Inert Constituents from such gas and Plant
Supplier has not made arrangements to utilize, market, or dispose of Plant Suppliers
Inert Constituents, Processor may, but is not required to, dispose of Plant Suppliers
Inert Constituents by venting or other methods If (i) venting Plant Suppliers Inert
Constituents is ever prohibited or disallowed for any reason or is deemed by Processor to
be uneconomic, or (ii) additional costs are required to vent, dispose of, or handle Plant
Suppliers Inert Constituents due to new rules, regulations, or other laws, then Plant
Supplier shall promptly (i) make alternate arrangements to utilize, market, or dispose of
Plant Suppliers Inert Constituents at Plant Suppliers sole cost and expense, (ii) notify
Processor in writing and in reasonable detail of such alternate arrangements, and (iii)
reimburse Processor for any costs incurred by Processor for delivering Plant Suppliers
Inert Constituents for such utilization, marketing or disposal. If Plant Supplier fails
to comply with Plant Suppliers obligations under the immediately preceding sentence,
Processor shall have the right, but not the obligation, without further notice to Plant
Supplier, to make arrangements for utilization, marketing or disposal of some or all of
Plant Suppliers Inert Constituents for Plant Suppliers account and at Plant Suppliers
sole cost and expense; and Plant Supplier shall promptly indemnify, protect, and reimburse
Processor upon demand for any Claims, liabilities, losses,
costs, and expenses incurred by Processor in connection with such arrangements by
Processor.17.1.2
    
    If any Taxes are ever imposed on Plant Suppliers Inert Constituents or the
utilization, marketing, or disposal thereof, Plant Supplier shall promptly pay such Taxes.
If such Taxes must be paid by Processor, Plant Supplier shall promptly reimburse
Processor for any and all such Taxes paid by Processor with respect to any or all of Plant
Suppliers Inert Constituents. If Processor is required by Applicable Law to pay such
Taxes on any or all of Plant Suppliers Inert Constituents and it is unlawful for Plant
Supplier to make such reimbursement to Processor for such Taxes, Plant Supplier and
Processor shall promptly and in good faith
 22




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##### 



negotiate and execute an amendment to this
Agreement which restores to Processor the same economic bargain as would have resulted if
Plant Supplier, rather than Processor, had paid all Taxes on Plant Suppliers Inert
Constituents; and if Plant Supplier is unable or unwilling to promptly enter into such an
amendment reasonably acceptable to Processor, Processor shall have the option, exercisable
in Processors sole discretion, to terminate this Agreement by written notice to Plant
Supplier.
 17.2
    
    Access to Plant Suppliers Premises. Processor shall have the right of
access insofar as Plant Supplier has the right to grant such access to the Field Delivery
Points for all purposes necessary for the fulfillment of this Agreement; provided, however,
that Processor shall provide Plant Supplier with reasonable advance notice prior to Processor
accessing any of Plant Suppliers Field Delivery Points.17.3
    
    Separate Agreement. If the gas which is subject to processing hereunder is
delivered from more than one Field Delivery Point, this Agreement shall be considered a
separate agreement as to each such Field Delivery Point and a separate accounting shall be
made hereunder for the gas received from each such Point.17.4
    
    Inspection of Records.
 17.4.1
    
    Audit. Each party hereto shall have the right at all reasonable times
during normal business hours of the other party to examine the books, records, charts,
meters, measuring equipment, and other pertinent matters or data of the other party
relating to this Agreement.17.4.2
    
    Witnessing Tests. Each party hereto shall have the right to witness
the tests of the other party to the extent necessary to verify the accuracy of any such.17.4.3
    
    Errors. If any such examination shall reveal, or if either party
shall otherwise discover, any error or inaccuracy in its own or the other partys
statements, payments, calculations, or determinations, then proper adjustment and
correction thereof shall be made as promptly as
practicable thereafter; provided, that no adjustment of any statement, billing, or
payment shall be made after the lapse of two (2) years from the rendition thereof.
 17.5
    
    Headings and Subheadings. Except when comprising a part of a sentence, the
headings and subheadings used in this instrument are provided for reference purposes only and
shall not be construed to interpret or amend any part of the text hereof.17.6
    
    Successors and Assigns Bound. This Agreement shall extend to and be binding
upon the parties hereto, their respective successors and assigns, and shall follow and run
with the title to the leases in the field or fields covered hereby, and the rights of either
party may be assigned or conveyed in whole or in part, but all such assignments and
conveyances shall be subject to this Agreement. No transfer or succession to the interest of
any party herein shall affect or bind the non-transferring party until the non-transferring
party shall have been furnished at its address given above with the original recorded
instrument or a certified copy of the recorded instrument under which the transfer or
succession takes place.
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17.7
    
    Conflicts. To the extent of any conflict between any portion of the written
text of this Agreement or any Exhibit and any of the examples contained in this Agreement or
any Exhibit hereto, the examples shall control.17.8
    
    Media or Press Releases. No party shall issue a media or press release
regarding the matters which are the subject of this Agreement unless such party has obtained
the prior written consent of the other parties, except where such release is deemed in good
faith by the releasing party to be required by Applicable Laws or applicable rules or
regulations any stock exchange. However, any party that fails to object to a media or press
release within seventy-two (72) hours following proper notice of the proposed media or press
release will be deemed to have consented to such media or press release. The parties shall
use reasonable efforts to unanimously agree upon the timing and content of releases to the
news media concerning operations covered by this Agreement. However, in the event the parties
cannot unanimously agree upon either the timing or content of the news release within
seventy-two (72) hours of receipt of such proposed news release, then any party shall be
allowed to issue its own release without the approval of the other parties.17.9
    
    Governing Law. This Agreement is entered into in the State of Texas and
shall be governed, interpreted and construed in accordance with the laws of the State of Texas
without regard to the conflicts of laws provisions thereof.17.10
    
    Venue. Exclusive venue for any suit, action , or proceeding brought by
either party in connection with this Agreement or arising out of the terms or conditions
hereof shall be in Harris County, Texas. The
parties hereby irrevocably and unconditionally waive, to the fullest extent they may legally
and effectively do so, any objection they may now or hereafter have to the laying of venue of
any suit, action, or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby in the state and federal courts situated in the City of
Houston, Harris County, Texas.17.11
    
    Dispute Resolution and Negotiation. Prior to submitting any dispute for
resolution by a court, a party shall provide written notice to the other of the occurrence of
such dispute. If the parties have failed to resolve the dispute within fifteen (15) business
days after such notice was given, the parties shall seek to resolve the dispute by negotiation
between senior management personnel of each party. Such personnel shall endeavor to meet and
attempt to amicably resolve the dispute. If the parties are unable to resolve the dispute for
any reason within thirty (30) business days after the original notice of dispute was given,
then either party shall be entitled to pursue any remedies available at law or in equity;
provided, however, this Section 17.10 shall not limit a partys right to initiate
litigation prior to the expiration of the time periods set forth in this Section 17.10
if application of such limitations would prevent a party from filing a lawsuit or claim within
the applicable period for filing lawsuits (e.g. statutes of limitation, prescription, etc.).
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17.12
    
    Confidentiality.
 17.12.1
    
    Obligations of Parties. Each party agrees that it shall maintain all
terms and conditions of this Agreement in strictest confidence, and that it shall not
cause or permit disclosure of this Agreement or any provisions contained herein without
the express written consent of the other party.17.12.2
    
    Permitted Disclosures. Notwithstanding Section 17.11.1 of
this Agreement, disclosures of any terms and provisions of this Agreement otherwise
prohibited may be made by either party (i) to the extent necessary for such party to
enforce its rights hereunder against the other party; (ii) to the extent to which a party
is required to disclose all or part of this Agreement by a statute or by the order or rule
of a court, agency, or other governmental body exercising jurisdiction over the subject
matter hereof, by order, by regulations, or by other compulsory process (including, but
not limited to, deposition, subpoena, interrogatory, or request for production of
documents); (iii) to the extent required by the applicable regulations of a securities or
commodities exchange; (iv) to a third Person in connection with a proposed sale or other
transfer of a partys interest in this Agreement, provided such third Person agrees in
writing to be bound by the terms of this Section 17.11; (v) to its own directors,
officers, employees, agents , and representatives; (vi) to an Affiliate; or (vii) to a
co-working interest owner or royalty owner of Plant Suppliers Gas delivered hereunder,
provided such co-working interest owner or royalty owner agrees in writing to be bound by
the terms of this Section 17.11.17.12.3
    
    Notification. If either party is or becomes aware of a fact,
obligation, or circumstance that has resulted or may result in a disclosure of any of the
terms and conditions of this Agreement authorized by Section 17.11.2(ii),
(iii), or (iv) above, it shall so notify in writing the other party
promptly and shall provide documentation or an explanation of such disclosure as soon as
it is available.17.12.4
    
    Party Responsibility. Each party shall be deemed solely responsible
and liable for the actions of its directors, officers, employees, agents, representatives,
and Affiliates for maintaining the confidentiality commitments of this Section
17.11.
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17.12.5
    
    Survival. The provisions of this Section 17.11 shall survive
any expiration or termination of this Agreement for a period of one (1) year.
 17.13
    
    Waiver. Failure of either party at any time to require performance by the
other of any provision of this Agreement shall in no way affect the right of the parties
thereafter to enforce the same. Nor shall any waiver by either party of any breach of any
provision hereof be taken or held to be a waiver of any succeeding breach of such provision or
as a waiver of this provision itself.17.14
    
    Third-Party Beneficiaries. The Agreement is for the benefit of the
respective parties and nothing herein or in such Agreement is intended to benefit any third
party and no such third party shall have any rights, remedies, or claims hereunder or
thereunder, except as actually expressed hereunder or thereunder.17.15
    
    Reservation of Rights. Each party reserves to itself all rights, setoffs,
counterclaims, and other defenses which it is or may be entitled to arising from the
Agreement.17.16
    
    Entire Agreement; Amendments. The Agreement contains the entire agreement
with respect to the subject matter hereof and supersedes all prior agreements between the
parties. No representations, understandings, or commitments, either written, or oral, which
are alleged to be applicable to this Agreement will have any force or effect except
modifications or amendments to this Agreement which are agreed to in writing by Processor and
Plant Supplier.17.17
    
    Severability. If any provision of this Agreement is held invalid or
unenforceable, such invalidity or unenforceability shall not affect in any way the validity or
enforceability of any other provision of this Agreement. In the event any provision is held
invalid or unenforceable, the parties shall attempt to agree on a valid or enforceable
provision that will be a reasonable substitute for such provision, in light of the tenor of
this Agreement and, on so agreeing, shall incorporate such substitute provision in this
Agreement. If no such agreement is reached between the parties, the invalid or unenforceable
provision shall be deemed automatically stricken, but only to the extent necessary to make
the affected terms and conditions valid and enforceable.17.18
    
    Construction. Each party has had the benefit of advice of counsel with
respect to the subject matter of this Agreement. The provisions of this Agreement shall be
construed fairly and reasonably and not more strictly against one party than the other.
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PLANT SUPPLIER:
    
    
    
    PROCESSOR:AMERICAN MIDSTREAM
    
    
    
    ENTERPRISE GAS PROCESSING, LLC(LOUISIANA INTRASTATE), LLCBy:
    
    /s/ Brian Bierbach
    
    
    
    By:
    
    /s/ Thomas M. ZulimBrian Bierbach
    
    
    
    
    
    Thomas M. ZulimPresident & CEO
    
    
    
    
    
    Senior Vice President
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FRACTIONATION FEE
   
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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.
  29




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Southern Delivery Point
    
    Southern Meter NumberCreole Receiving Station
    
    039500
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