Ex 10.1 Series A-2 Purchase Agreement


Exhibit 10.1














SERIES A-2 CONVERTIBLE PREFERRED UNIT 
PURCHASE AGREEMENT 
by and between
AMERICAN MIDSTREAM PARTNERS, LP
and 
MAGNOLIA INFRASTRUCTURE PARTNERS, LLC







TABLE OF CONTENTS 


	
					
	 
	 
	ARTICLE I 
	 

	 
	 
	DEFINITIONS 
	 

	 
	 
	 
	 
	


	Section 1.1 
	 
	Definitions 
	1
	


	 
	 
	 
	 
	


	 
	 
	ARTICLE II
	 
	


	 
	 
	AGREEMENT TO SELL AND PURCHASE
	 
	


	 
	 
	 
	 
	


	Section 2.1 
	 
	Sale and Purchase 
	3
	


	Section 2.2 
	 
	Closing 
	3
	


	Section 2.3 
	 
	Mutual Conditions 
	3
	


	Section 2.4 
	 
	Purchaser’s Conditions 
	3
	


	Section 2.5 
	 
	AMID’s Conditions 
	4
	


	Section 2.6 
	 
	AMID Deliveries 
	4
	


	Section 2.7 
	 
	Purchaser’s Deliveries 
	5
	


	Section 2.8
	 
	Subsequent Closings
	5
	


	 
	 
	 
	 
	


	 
	 
	ARTICLE III
	 
	


	 
	 
	REPRESENTATIONS AND WARRANTIES OF AMID
	 
	


	 
	 
	 
	 
	


	Section 3.1 
	 
	Existence 
	5
	


	Section 3.2 
	 
	Purchased Units; Capitalization 
	6
	


	Section 3.3 
	 
	No Conflict 
	6
	


	Section 3.4 
	 
	No Default 
	6
	


	Section 3.5 
	 
	Authority 
	6
	


	Section 3.6 
	 
	Approvals 
	6
	


	Section 3.7 
	 
	Compliance with Laws 
	6
	


	Section 3.8 
	 
	Due Authorization 
	7
	


	Section 3.9 
	 
	Valid Issuance; No Options or Preemptive Rights of Units 
	7
	


	Section 3.10 
	 
	Periodic Reports
	7
	


	Section 3.11 
	 
	Litigation
	7
	


	Section 3.12 
	 
	No Material Adverse Change
	8
	


	Section 3.13 
	 
	Certain Fees
	8
	


	Section 3.14 
	 
	No Registration
	8
	


	Section 3.15 
	 
	No Integration
	8
	


	Section 3.16 
	 
	Investment Company Status
	8
	


	Section 3.17 
	 
	Form S-3 Eligibility
	8
	


	 
	 
	 
	 

	 
	 
	ARTICLE IV
	 
	


	 
	 
	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
	 
	


	 
	 
	 
	 
	


	Section 4.1 
	 
	Existence 
	8
	


	Section 4.2 
	 
	Authorization, Enforceability 
	8
	


	Section 4.3 
	 
	No Breach 
	8
	


	Section 4.4 
	 
	Certain Fees 
	8
	


	Section 4.5 
	 
	Investment 
	9
	










	
					
	Section 4.6 
	 
	Nature of Purchaser 
	9
	


	Section 4.7 
	 
	Restricted Securities 
	9
	


	Section 4.8 
	 
	Legend 
	9
	


	 
	 
	 
	 

	 
	 
	ARTICLE V
	 

	 
	 
	COVENANTS
	 

	 
	 
	 
	 

	Section 5.1
	 
	Taking of Necessary Action
	9
	


	Section 5.2
	 
	Other Actions
	9
	


	Section 5.3
	 
	Use of Proceeds
	10
	


	 
	 
	 
	 

	 
	 
	ARTICLE VI
	 

	 
	 
	INDEMNIFICATION
	 

	 
	 
	 
	 

	Section 6.1
	 
	Indemnification by AMID
	10
	


	Section 6.2
	 
	Indemnification by the Purchaser
	10
	


	Section 6.3
	 
	Indemnification Procedure
	10
	


	 
	 
	 
	 

	 
	 
	ARTICLE VII
	 

	 
	 
	MISCELLANEOUS
	 

	 
	 
	 
	 

	Section 7.1
	 
	Interpretation and Survival of Provisions
	11
	


	Section 7.2
	 
	Survival of Provisions
	11
	


	Section 7.3
	 
	No Waiver; Modifications in Writing
	11
	


	Section 7.4
	 
	Binding Effect; Assignment
	11
	


	Section 7.5
	 
	Communications
	12
	


	Section 7.6
	 
	Removal of Legend
	12
	


	Section 7.7
	 
	Entire Agreement
	12
	


	Section 7.8
	 
	Governing Law
	13
	


	Section 7.9
	 
	Execution in Counterparts
	13
	


	Section 7.10
	 
	Termination
	13
	


	Section 7.11
	 
	Recapitalization, Exchanges, Etc. Affecting the LP Units
	13
	


	 
	 
	 
	 

	Exhibit A -
	 
	Form of Partnership Agreement Amendment
	 

	Exhibit B -
	 
	Form of Transfer Application
	 









Exhibit 10.1


SERIES A-2 CONVERTIBLE PREFERRED UNIT PURCHASE AGREEMENT
This SERIES A-2 CONVERTIBLE UNIT PURCHASE AGREEMENT, dated as of March 30, 2015 (this “Agreement”), is entered into by and between AMERICAN MIDSTREAM PARTNERS, LP, a Delaware limited partnership (“AMID”), and Magnolia Infrastructure Partners, LLC, a Delaware limited liability company (the “Purchaser”). 
WHEREAS, AMID desires to sell to the Purchaser, and the Purchaser desires to purchase from AMID, certain Series A-2 Units (as defined below), in accordance with the provisions of this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, AMID and the Purchaser hereby agree as follows: 
ARTICLE I 
DEFINITIONS
Section 1.1 Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: 
“Affiliate” means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, “controlling,” “controlled by,” and “under common control with”) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. 
“Agreement” has the meaning set forth in the introductory paragraph. 
“AMID” has the meaning set forth in the introductory paragraph. 
“AMID Entities” and each an “AMID Entity” means the General Partner, AMID and each of AMID’s Subsidiaries, other than those Subsidiaries which, individually or in the aggregate, would not constitute a “significant subsidiary” as defined in Regulation S-X. 
“AMID Related Parties” has the meaning specified in Section 6.2. 
“AMID SEC Documents” has the meaning specified in Section 3.10. 
“Business Day” means a day other than (i) a Saturday or Sunday or (ii) any day on which banks located in New York, New York, U.S.A. are authorized or obligated to close. 
“Closing” has the meaning specified in Section 2.2. 
“Closing Date” has the meaning specified in Section 2.2. 
“Commission” means the United States Securities and Exchange Commission. 
“Common Units” means common units representing limited partnership interests in AMID.
“Delaware LP Act” means the Delaware Revised Uniform Limited Partnership Act. 
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. 
“General Partner” means American Midstream GP, LLC, a Delaware limited liability company. 
“Governmental Authority” means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Person’s Property is located or that exercises valid jurisdiction over any such Person or such Person’s Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority that exercises valid jurisdiction over any such Person or such Person’s Property. Unless otherwise specified, all references to Governmental Authority herein with respect to AMID mean a Governmental Authority having jurisdiction over AMID, its Subsidiaries or any of their respective Properties. 
“Indemnified Party” has the meaning specified in Section 6.3. 
“Indemnifying Party” has the meaning specified in Section 6.3. 
“Law” means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation. 
“Lien” means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. For the purpose of this Agreement, a Person shall be deemed to be the owner of any Property that it has acquired or holds subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person in a transaction intended to create a financing. 
“LP Units” means units representing limited partnership interests in AMID other than the Series A-2 Units. 
“Material Adverse Effect” has the meaning specified in Section 3.1. 
“NYSE” means The New York Stock Exchange, Inc. 
“Operative Documents” means, collectively, this Agreement and the Partnership Agreement Amendment, or any amendments, supplements, continuations or modifications thereto. 
“Partnership Agreement” means the Fourth Amended and Restated Agreement of Limited Partnership of AMID dated as of August 9, 2013, as amended by that certain Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of AMID, adopted effective as of October 28, 2013, as further amended by that certain Amendment No. 2 to the Fourth Amended and Restated Agreement of Limited Partnership of AMID, adopted effective as of October 28, 2013, as further amended by that certain Amendment No. 3 to the Fourth Amended and Restated Agreement of Limited Partnership of AMID, adopted effective as of October 28, 2013 and as further amended by the Partnership Agreement Amendment. 
“Partnership Agreement Amendment” means Amendment No. 4 to the Fourth Amended and Restated Agreement of Limited Partnership of AMID dated as of August 9, 2013, substantially in the form of Exhibit A, to be entered into and effectuated by the General Partner on the Closing Date. 
“Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other form of entity. 
“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible. 
“Purchased Units” means that number of Series A-2 Units required to result in the Purchase Price being equal to $20 million or an amount just in excess of $20 million so as not to result in the issuance of fractional units. 
“Purchase Price” means, an amount equal to the number of Purchased Units multiplied by the Series A-2 Unit Price. 
“Purchaser Related Parties” has the meaning specified in Section 6.1. 
“Purchaser” has the meaning set forth in the introductory paragraph. 
“Representatives” of any Person means the Affiliates, officers, directors, managers, employees, agents, counsel, accountants, investment bankers and other representatives of such Person. 
“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. 
“Series A-2 Unit Price” has the meaning specified in Section 2.1(b). 
“Series A-2 Units” means the Series A-2 Convertible Units representing limited partnership interests in AMID having the rights and obligations specified in the Partnership Agreement. 
 “Subsidiary” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person. 
ARTICLE II 
AGREEMENT TO SELL AND PURCHASE 
Section 2.1 Sale and Purchase. 
(a) Subject to the terms and conditions hereof, AMID hereby agrees to issue and sell to the Purchaser and the Purchaser hereby agrees to purchase from AMID 1,142,858 Purchased Units and to pay AMID the Series A-2 Unit Price for each Purchased Unit as set forth in paragraph (b) below.
(b) The amount per Series A-2 Unit the Purchaser will pay to AMID to purchase the Purchased Units (the “Series A-2 Unit Price”) hereunder shall be equal to $17.50. 
Section 2.2 Closing. Subject to the terms and conditions hereof, the consummation of the purchase and sale of the Purchased Units hereunder (the “Closing”) shall take place at the offices of American Midstream Partners, LP, 1400 16th Street, Suite 310, Denver, Colorado 80202, or such other location as mutually agreed by the parties, and upon the first Business Day following the satisfaction or waiver of the conditions set forth in Sections 2.3, 2.4 and 2.5 (other than those conditions that are by their terms to be satisfied at the Closing), or such other date as mutually agreed by the parties (the date of such closing, the “Closing Date”). 
Section 2.3 Mutual Conditions. The respective obligations of each party to consummate the purchase and issuance and sale of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): 
(a) no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; and
(b) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement.
Section 2.4 Purchaser’s Conditions. The obligation of the Purchaser to consummate the purchase of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by the Purchaser in writing with respect to the Purchased Units, in whole or in part, to the extent permitted by applicable Law): 
(a) AMID shall have performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by AMID on or prior to the Closing Date;
(b) (i) The representations and warranties of AMID (A) set forth in Sections 3.1, 3.2 and 3.5 and (B) contained in this Agreement that are qualified by materiality or a Material Adverse Effect shall be true and correct when made and as of the Closing Date and (ii) all other representations and warranties of AMID shall be true and correct in all material respects when made and as of the Closing Date, in each case as though made at and as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only, it being expressly understood and agreed that representations and warranties made “As of the date hereof” or “As of the date of this Agreement”, or a similar phrase, are made as of March 30, 2015); 
(c) The NYSE shall have authorized, upon official notice of issuance, the listing of the LP Units issuable upon conversion of Series A-2 Units, as set forth in the Partnership Agreement Amendment; 
(d) No notice of delisting from the NYSE shall have been received by AMID with respect to the LP Units;
(e) The Partnership Agreement Amendment, in all material respects in the form attached as Exhibit A to this Agreement, shall have been duly adopted and be in full force; 
(f) AMID shall have delivered, or caused to be delivered, to each Purchaser at the Closing, AMID’s closing deliveries described in Section 2.6; and 
Section 2.5 AMID’s Conditions. The obligation of AMID to consummate the sale of the Purchased Units to the Purchaser shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by AMID in writing, in whole or in part, to the extent permitted by applicable Law): 
(a) the representations and warranties of the Purchaser contained in this Agreement that are qualified by materiality shall be true and correct when made and as of the Closing Date and all other representations and warranties of the Purchaser shall be true and correct in all material respects as of the Closing Date (except that representations of the Purchaser made as of a specific date shall be required to be true and correct as of such date only); and 
(b) the Purchaser shall have delivered, or caused to be delivered, to AMID at the Closing the Purchaser’s closing deliveries described in Section 2.7. 
By acceptance of the certificate or certificates representing the Purchased Units, the Purchaser shall be deemed to have represented to AMID that the Purchaser has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by it on or prior to the Closing Date; and the representations and warranties of the Purchaser contained in this Agreement that are qualified by materiality are true and correct as of the Closing Date and all other representations and warranties of the Purchaser are true and correct in all material respects as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only). 
Section 2.6 AMID Deliveries. At the Closing, subject to the terms and conditions hereof, AMID will deliver, or cause to be delivered, to the Purchaser:
(a) A certificate or certificates representing the Purchased Units (bearing the legend set forth in Section 4.8) and meeting the requirements of the Partnership Agreement, free and clear of any Liens, other than transfer restrictions under the Partnership Agreement and applicable federal and state securities laws; 
(b) A certificate of the Secretary of State of the State of Delaware, dated a recent date, to the effect that each of the General Partner and AMID is in good standing; 
(c) A cross-receipt executed by AMID and delivered to the Purchaser certifying that it has received the Purchase Price from the Purchaser as of the Closing Date; 
(d) A certificate, dated the Closing Date and signed by an officer of the General Partner, on behalf of AMID, in its capacity as such, stating that: 
(i) AMID has performed and complied with the covenants and agreements contained in this Agreement that are required to be performed and complied with by AMID on or prior to the Closing Date; and 
(ii) The representations and warranties of AMID contained in this Agreement that are qualified by materiality or Material Adverse Effect are true and correct as of the Closing Date and all other representations and warranties of AMID are, individually and in the aggregate, true and correct in all material respects as of the Closing Date (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); and 
(e) A certificate of the Secretary or Assistant Secretary of the General Partner, on behalf of AMID, certifying as to (1) the Amended and Restated Certificate of Limited Partnership of AMID, as amended, and the Partnership Agreement, (2) board resolutions authorizing the execution and delivery of the Operative Documents and the consummation of the transactions contemplated thereby, including the issuance of the Purchased Units, and including the special approval of the Conflicts Committee of the Board of Directors of the General Partner, and (3) its incumbent officers authorized to execute the Operative Documents, setting forth the name and title and bearing the signatures of such officers.  
Section 2.7 Purchaser’s Deliveries. At the Closing, subject to the terms and conditions hereof, the Purchaser will deliver, or cause to be delivered, to AMID: 
(a) Payment to AMID of the Purchase Price by wire transfer of immediately available funds to an account designated by AMID in writing at least two Business Days prior to the Closing Date; 
(b) A cross-receipt executed by the Purchases and delivered to AMID certifying that it has received the Purchased Units as of the Closing Date; and 
(c) A transfer application in substantially the form attached hereto as Exhibit B, which shall have been duly executed by the Purchaser. 
Section 2.8    Subsequent Closings. Upon mutual agreement of AMID and the Purchaser, subsequent closings of sales of Series A-2 Units shall occur upon dates mutually agreed by the Purchaser and AMID on the terms and subject to the conditions set forth in this Agreement, provided, however, that:
(a) Each subsequent closing of a purchase of Series A-2 Units by the Purchaser pursuant hereto shall be for a minimum aggregate dollar amount of $10,000,000;  
(b) All purchases of Series A-2 Units pursuant to this Agreement shall aggregate to no more than $45,000,000; 
(c) The closing conditions set forth in Sections 2.3, 2.4 and 2.5 of this Agreement shall be fulfilled on or prior to the date of each subsequent closing, and the conditions set forth in Sections 2.4(b) and 2.5(a) shall be fulfilled as of the date of each subsequent closing; 
(d) AMID shall deliver, at each subsequent closing, the items required pursuant to Section 2.6; and
(e) Purchaser shall deliver, at each subsequent closing, the items require pursuant to Section 2.7, provided, however, that, for the purposes of this Section 2.8(e), “Purchased Units” and “Purchase Price” shall be revised to reflect the number of Series A-2 Units purchased in each subsequent closing, provided, further, that the Series A-2 Unit Price shall remain $17.50 for all subsequent closings. 
ARTICLE III 
REPRESENTATIONS AND WARRANTIES OF AMID 
AMID represents and warrants to the Purchaser as follows: 
Section 3.1 Existence. Each of the AMID Entities has been duly incorporated or formed, as the case may be, and is validly existing as a limited liability company, limited partnership or corporation, as the case may be, in good standing under the Laws of its jurisdiction of incorporation or formation, as the case may be, and has the full limited liability company, limited partnership or corporate, as the case may be, power and authority, and has all governmental licenses, authorizations, consents and approvals, necessary to own, lease or hold its Properties and assets and to conduct the businesses in which it is engaged, and is duly registered or qualified to do business and in good standing as a foreign limited liability company, limited partnership or corporation, as the case may be, in each jurisdiction in which its ownership or lease of Property or the conduct of its business requires such qualification, except where the failure to so register or qualify could not reasonably be expected to (i) have, individually or in the aggregate, a material adverse effect on the condition (financial or other), results of operations, securityholders’ equity, Properties or business of the AMID Entities taken as a whole, the ability of the AMID Entities to meet their obligations under the Operative Documents or the ability of the AMID Entities to consummate the transactions under any Operative Document on a timely basis (a “Material Adverse Effect”) or (ii) subject the limited partners of AMID to any material liability or disability. 
Section 3.2 Purchased Units; Capitalization. 
(a) On the Closing Date, the Purchased Units shall have those rights, preferences, privileges and restrictions governing the Series A-2 Units as set forth in the Partnership Agreement. 
(b) The General Partner is the sole general partner of AMID, with an economic general partner interest in AMID; such general partner interest is the only general partner interest of the Partnership that is issued and outstanding; and such general partner interest has been duly authorized and validly issued.
(c) The limited partners of AMID hold LP Units in AMID, represented as of March 6, 2015 by approximately 22,753,974 LP Units; such LP Units are the only limited partner interests of AMID that are issued and outstanding; all of such LP Units have been duly authorized and validly issued pursuant to the Partnership Agreement and are fully paid and nonassessable (except to the extent such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). 
Section 3.3 No Conflict. None of (i) the offering, issuance and sale by AMID of the Purchased Units and the application of the proceeds therefrom, (ii) the execution, delivery and performance of the Operative Documents by AMID or the General Partner, or (iii) the consummation of the transactions contemplated hereby or thereby conflicts or will conflict with, or results or will result in a breach or violation of or imposition of any Lien upon any Property or assets of the AMID Entities pursuant to, (A) the formation or governing documents of any of the AMID Entities, (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which any of the AMID Entities is a party, by which any of them is bound or to which any of their respective Properties or assets is subject, or (C) any Law applicable to any of the AMID Entities or injunction of any court or governmental agency or body to which any of the AMID Entities of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over any of the AMID Entities or any of their Properties, except in the case of clauses (B) and (C) for such conflict, breach, violation or default that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially impair the ability of the AMID Entities to consummate the transactions contemplated by this Agreement. 
Section 3.4 No Default. None of the AMID Entities is in violation or default of (i) any provision of its respective formation or governing documents, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party, by which it is bound or to which its property is subject, or (iii) any Law of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the AMID Entities or any of their Properties, as applicable, except, in the case of clauses (ii) or (iii), as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially impair the ability of the AMID Entities to consummate the transactions contemplated by this Agreement. 
Section 3.5 Authority. On the Closing Date, AMID will have all requisite power and authority to issue, sell and deliver the Purchased Units, in accordance with and upon the terms and conditions set forth in this Agreement and the Partnership Agreement. On the Closing Date, all partnership or limited liability company action, as the case may be, required to be taken by the General Partner and AMID for the authorization, issuance, sale and delivery of the Purchased Units, the execution and delivery of the Operative Documents and the consummation of the transactions contemplated hereby and thereby shall have been validly taken. No approval from the holders of outstanding LP Units is required under the Partnership Agreement or the rules of the NYSE in connection with AMID’s issuance and sale of the Purchased Units to the Purchaser. 
Section 3.6 Approvals. No authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by AMID of any of the Operative Documents to which it is a party or AMID’s issuance and sale of the Purchased Units, except (i) as may be required under the state securities or “Blue Sky” Laws, or (ii) where the failure to receive such authorization, consent, approval, waiver, license, qualification or written exemption or to make such filing, declaration, qualification or registration would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.  
Section 3.7 Compliance with Laws. As of the date hereof, neither AMID nor any of its Subsidiaries is in violation of any Law applicable to AMID or its Subsidiaries, except as would not, individually or in the aggregate, have a Material Adverse Effect. AMID and its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not, individually or in the aggregate, have a Material Adverse Effect, and neither AMID nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit, except where such potential revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect. 
Section 3.8 Due Authorization. Each of the Operative Documents has been duly and validly authorized and has been or, with respect to the Operative Documents to be delivered at the Closing Date, will be, validly executed and delivered by AMID or the General Partner, as the case may be, and constitutes, or will constitute, the legal, valid and binding obligations of AMID or the General Partner, as the case may be, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 
Section 3.9 Valid Issuance; No Options or Preemptive Rights of Units. 
(a) The Purchased Units to be issued and sold by AMID to the Purchaser hereunder have been duly authorized in accordance with the Partnership Agreement and, when issued and delivered against payment therefor pursuant to this Agreement, will be validly issued in accordance with the Partnership Agreement, fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). 
(b) The Purchased Units shall have those rights, preferences, privileges and restrictions governing the Series A-2 Units, which shall be reflected in the Partnership Agreement Amendment. 
(c) The Common Units issuable upon conversion of the Purchased Units and the Series A-2 Units issuable to holders of Series A-2 Units as a distribution in kind in lieu of cash distributions on the Series A-2 Units and, in each case, the limited partner interests represented thereby, upon issuance in accordance with the terms of the Series A-2 Units as reflected in the Partnership Agreement Amendment, have been and will be duly authorized in accordance with the Partnership Agreement and will be validly issued, fully paid (to the extent required by applicable law and the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act). 
(d) Other than the General Partner’s right to maintain its general partner interest, the holders of outstanding LP Units are not entitled to statutory, preemptive or other similar contractual rights to subscribe for LP Units or Series A-2 Units; and no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, partnership securities or ownership interests in AMID are outstanding. 
Section 3.10 Periodic Reports. AMID’s forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act or the Securities Act during the 12 months preceding the date hereof (all such documents filed prior to the date hereof, collectively the “AMID SEC Documents”) have been filed with the Commission on a timely basis. The AMID SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein, at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequent AMID SEC Document) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, (c) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (d) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and (e) fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of AMID and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. PricewaterhouseCoopers, LLP is an independent registered public accounting firm with respect to AMID and the General Partner and has not resigned or been dismissed as independent registered public accountants of AMID as a result of or in connection with any disagreement with AMID on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures. 
Section 3.11 Litigation. As of the date hereof, except as described in the AMID SEC Documents, there are no legal or governmental proceedings pending to which any AMID Entity is a party or to which any Property or asset of any AMID Entity is subject that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or which challenges the validity of any of the Operative Documents or the right of any AMID entity to enter into any of the Operative Documents or to consummate the transactions contemplated hereby and thereby and, to the knowledge of AMID, no such proceedings are threatened by Governmental Authorities or others. 
Section 3.12 No Material Adverse Change. As of the date hereof, except as set forth in the AMID SEC Documents filed with the Commission on or prior to the date hereof, since December 31, 2014, there has not occurred any material adverse change in the condition (financial or other), results of operations, securityholders’ equity, Properties, prospects or business of the AMID Entities, taken as a whole. 
Section 3.13 Certain Fees. No fees or commissions are or will be payable by AMID to brokers, finders, or investment bankers with respect to the sale of any of the Purchased Units or the consummation of the transaction contemplated by this Agreement. AMID agrees that it will indemnify and hold harmless the Purchaser from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by AMID in connection with the sale of the Purchased Units or the consummation of the transactions contemplated by this Agreement.
Section 3.14 No Registration. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 4.5 and Section 4.6, the issuance and sale of the Purchased Units pursuant to this Agreement is exempt from registration requirements of the Securities Act, and neither AMID nor, to the knowledge of AMID, any authorized Representative acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.  
Section 3.15 No Integration. Neither AMID nor any of its Affiliates have, directly or indirectly through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any “security” (as defined in the Securities Act) that is or will be integrated with the sale of the Purchased Units in a manner that would require registration under the Securities Act. 
Section 3.16 Investment Company Status. None of the AMID Entities currently is, or following the sale of the Purchased Units hereby and the application of proceeds therefrom, will be an “investment company” or a company “controlled by” an “investment company,” within the meaning of the Investment Company Act of 1940, as amended. 
Section 3.17 Form S-3 Eligibility. As of the date hereof, AMID has been, since the time of filing its most recent Form S-3 Registration Statement, and continues to be eligible to use Form S-3. 
ARTICLE IV 
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 
The Purchaser hereby represents and warrants to AMID that: 
Section 4.1 Existence. The Purchaser is duly organized and validly existing and in good standing under the Laws of the State of Delaware, with all requisite limited liability company power and authority, to own, lease, use and operate its Properties and to conduct its business as currently conducted. 
Section 4.2 Authorization, Enforceability. The Purchaser has all necessary limited liability company power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated thereby, and the execution, delivery and performance by the Purchaser of this Agreement has been duly authorized by all necessary action on the part of the Purchaser; and this Agreement constitutes the legal, valid and binding obligations of the Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 
Section 4.3 No Breach. The execution, delivery and performance of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby and thereby will not (a) conflict with or result in a material breach or violation of any of the terms or provisions of, or constitute a default under, any material agreement to which the Purchaser is a party or by which the Purchaser is bound or to which any of the property or assets of the Purchaser is subject, (b) conflict with or result in any violation of the provisions of the organizational documents of the Purchaser, or (c) materially violate any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Purchaser or the property or assets of the Purchaser, except in the cases of clauses (a) and (c), for such conflicts, breaches, violations or defaults as would not prevent the consummation of the transactions contemplated by this Agreement.  
Section 4.4 Certain Fees. No fees or commissions are or will be payable by the Purchaser to brokers, finders, or investment bankers with respect to the purchase of any of the Purchased Units or the consummation of the transaction contemplated by this Agreement. The Purchaser agrees that it will indemnify and hold harmless AMID from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred by the Purchaser in connection with the purchase of the Purchased Units or the consummation of the transactions contemplated by this Agreement. 
Section 4.5 Investment. The Purchased Units are being acquired for the Purchaser’s own account, the account of its Affiliates, or the accounts of clients for whom the Purchaser exercises discretionary investment authority (all of whom the Purchaser hereby represents and warrants are “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated by the Commission pursuant to the Securities Act), not as a nominee or agent, and with no present intention of distributing the Purchased Units or any part thereof, and the Purchaser has no present intention of selling or granting any participation in or otherwise distributing the same in any transaction in violation of the securities laws of the United States or any state, without prejudice, however, to the Purchaser’s right at all times to sell or otherwise dispose of all or any part of the Purchased Units under a registration statement under the Securities Act and applicable state securities laws or under an exemption from such registration available thereunder (including, without limitation, if available, Rule 144 promulgated thereunder). If the Purchaser should in the future decide to dispose of any of the Purchased Units, the Purchaser understands and agrees (a) that it may do so only in compliance with the Securities Act and applicable state securities law, as then in effect, including a sale contemplated by any registration statement pursuant to which such securities are being offered, or pursuant to an exemption from the Securities Act, and (b) that stop-transfer instructions to that effect will be in effect with respect to such securities. 
Section 4.6 Nature of Purchaser. The Purchaser represents and warrants to, and covenants and agrees with, AMID that, (a) it is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act and (b) by reason of its business and financial experience it has such knowledge, sophistication and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Units, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment. 
Section 4.7 Restricted Securities. The Purchaser understands that the Purchased Units, the Common Units issuable upon conversion of the Purchased Units, the Series A PIK Units issuable to holders of Series A-2 Units as a distribution in kind in lieu of cash distributions on the Series A-2 Units are characterized as “restricted securities” under the federal securities Laws inasmuch as they are being acquired from AMID in a transaction not involving a public offering and that under such Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Purchaser represents that it is knowledgeable with respect to Rule 144 of the Commission promulgated under the Securities Act. 
Section 4.8 Legend. The Purchaser understands that the certificates evidencing the Purchased Units will bear the following legend: “NEITHER THE OFFER NOR SALE OF THESE SECURITIES NOR THE SECURITIES INTO WHICH THEY ARE CONVERTIBLE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE PARTNERSHIP HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER SUCH ACT.  THIS SECURITY IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THE FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS OF AUGUST 9, 2013, AS AMENDED, A COPY OF WHICH MAY BE OBTAINED FROM THE PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.”
ARTICLE V 
COVENANTS 
Section 5.1 Taking of Necessary Action. Each of the parties hereto shall use its commercially reasonable efforts promptly to take or cause to be taken all action and promptly to do or cause to be done all things necessary, proper or advisable under applicable Law and regulations to consummate and make effective the transactions contemplated by this Agreement. Without limiting the foregoing, each of AMID and the Purchaser shall use its commercially reasonable efforts to make all filings and obtain all consents of Governmental Authorities that may be necessary or, in the reasonable opinion of the other parties, as the case may be, advisable for the consummation of the transactions contemplated by the Operative Documents. 
Section 5.2 Other Actions. AMID shall (i) cause the Partnership Agreement Amendment to be adopted immediately prior to the issuance of the Purchased Units contemplated by this Agreement, (ii) file prior to the Closing a supplemental listing application with the NYSE to list the LP Units underlying the Purchased Units (and with respect to any subsequent closings of sales of Series A-2 Units pursuant to Section 2.8, file prior to any such subsequent closing a supplement listing application with the NYSE to list the LP Units underlying the Series A-2 Units purchased at such subsequent closing), and (iii) file prior to the issuance of any Series A-2 Units as a distribution in kind in lieu of cash distributions on the Series A-2 Units a supplemental listing application with the NYSE to list the LP Units underlying such Series A-2 Units issued as a distribution in kind.
Section 5.3 Use of Proceeds. AMID shall use the proceeds from the sale of the Purchased Units for general corporate purposes including repayment of amounts outstanding under AMID’s revolving credit facility and to fund capital expenditures. 
ARTICLE VI 
INDEMNIFICATION 
Section 6.1 Indemnification by AMID. AMID agrees to indemnify the Purchaser and its respective Representatives (collectively, “Purchaser Related Parties”) from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, promptly upon demand, to pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of AMID contained herein, provided that such claim for indemnification relating to a breach of the representations or warranties is made prior to the expiration of such representations or warranties; and provided further, that no Purchaser Related Party shall be entitled to recover special, consequential (including lost profits or diminution in value) or punitive damages. Notwithstanding anything to the contrary, consequential damages shall be deemed not to include diminution in value of the Purchased Units, which is specifically excluded from damages covered by Purchaser Related Parties’ indemnification. 
Section 6.2 Indemnification by the Purchaser. The Purchaser agrees to indemnify AMID, the General Partner and their respective Representatives (collectively, “AMID Related Parties”) from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, promptly upon demand, to pay or reimburse each of them for all reasonable costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of the Purchaser contained herein, provided that such claim for indemnification relating to a breach of the representations and warranties is made prior to the expiration of such representations and warranties; and provided further, that no AMID Related Party shall be entitled to recover special, consequential (including lost profits or diminution in value) or punitive damages. 
Section 6.3 Indemnification Procedure. Promptly after any AMD Related Party or Purchaser Related Party (hereinafter, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement, the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of such claim or the commencement of such action, suit or proceeding, but failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. Such notice shall state the nature and the basis of such claim to the extent then known. The Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has failed to assume the defense or employ counsel reasonably acceptable to the Indemnified Party or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Party. 
ARTICLE VII 
MISCELLANEOUS 
Section 7.1 Interpretation and Survival of Provisions. Article, Section and Exhibit references are to this Agreement, unless otherwise specified. All references to instruments, documents, contracts, and agreements are references to such instruments, documents, contracts, and agreements as the same may be amended, supplemented, and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to.” Whenever any party has an obligation under the Operative Documents, the expense of complying with that obligation shall be an expense of such party unless otherwise specified. Whenever any determination, consent, or approval is to be made or given by the Purchaser, such action shall be in the Purchaser’s sole discretion unless otherwise specified in this Agreement. If any provision in the Operative Documents is held to be illegal, invalid, not binding, or unenforceable, such provision shall be fully severable and the Operative Documents shall be construed and enforced as if such illegal, invalid, not binding, or unenforceable provision had never comprised a part of the Operative Documents, and the remaining provisions shall remain in full force and effect. The Operative Documents have been reviewed and negotiated by sophisticated parties with access to legal counsel and shall not be construed against the drafter. 
Section 7.2 Survival of Provisions. The representations and warranties set forth in Sections 3.1, 3.2, 3.5, 3.9, 3.10, 3.15, 4.1, 4.2, 4.5, 4.6 and 4.7 hereunder shall survive the execution and delivery of this Agreement indefinitely, and the other representations and warranties set forth herein shall survive for a period of twelve months following the Closing Date regardless of any investigation made by or on behalf of AMID or the Purchaser. The covenants made in this Agreement or any other Operative Document shall survive the Closing of the transactions described herein and remain operative and in full force and effect regardless of acceptance of any of the Purchased Units and payment therefor and repayment, conversion, exercise or repurchase thereof. 
Section 7.3 No Waiver; Modifications in Writing. 
(a) Delay. No failure or delay on the part of any party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to a party at law or in equity or otherwise. 
(b) Specific Waiver. Except as otherwise provided herein, no amendment, waiver, consent, modification, or termination of any provision of this Agreement or any other Operative Document (except in the case of the Partnership Agreement, for amendments adopted pursuant to the terms thereof) shall be effective unless signed by each of the parties hereto or thereto affected by such amendment, waiver, consent, modification, or termination. Any amendment, supplement or modification of or to any provision of this Agreement or any other Operative Document, any waiver of any provision of this Agreement or any other Operative Document, and any consent to any departure by AMID from the terms of any provision of this Agreement or any other Operative Document shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on a party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances. 
Section 7.4 Binding Effect; Assignment. 
(a) Binding Effect. This Agreement shall be binding upon AMID, the Purchaser, and their respective successors and permitted assigns. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and permitted assigns. 
(b) Assignment of Rights. All or any portion of the rights and obligations of the Purchaser under this Agreement may be transferred by the Purchaser to any Affiliate of the Purchaser without the consent of AMID. No portion of the rights and obligations of the Purchaser under this Agreement may be transferred by the Purchaser to a non-Affiliate without the written consent of AMID (which consent shall not be unreasonably withheld by AMID). 
Section 7.5 Communications. All notices and demands provided for hereunder shall be in writing and shall be given by registered or certified mail, return receipt requested, telecopy, air courier guaranteeing overnight delivery or personal delivery to the following addresses: 
	
				
	 
	(a)
	 
	If to the Purchaser:


Magnolia Infrastructure Partners, LLC
c/o ArcLight Capital Partners, LLC
200 Clarendon Street, 55th Floor
Boston, MA 02116
Attention: General Counsel
Facsimile: 617-867-4698 

	 
	 
	 
	 

	 
	(b)
	 
	If to AMID:

	 
	 
	 
	 

	 
	 
	 
	American Midstream Partners, LP
1400 16th Street, Suite 300
Denver, CO 80202
Attention: General Counsel
Facsimile: 720.457.6040






or to such other address as AMID or the Purchaser may designate in writing. All notices and communications shall be deemed to have been duly given: (i) at the time delivered by hand, if personally delivered; (ii)  if sent via electronic mail, upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “read receipt requested” function, if applicable, return e-mail or other written acknowledgment) excluding “out of office” and similar automatic replies; (iii) upon actual receipt if sent by certified mail, return receipt requested, or regular mail, if mailed; (iv) when receipt acknowledged, if sent via facsimile (except, that, if not given during normal business hours for the recipient, such notice shall be deemed to have been given at the opening of business on the next Business Day for the recipient); and (v) upon actual receipt when delivered to an air courier guaranteeing overnight delivery. 
Section 7.6 Removal of Legend. In connection with a sale of the Purchased Units by the Purchaser in reliance on Rule 144, the Purchaser or its broker shall deliver to the transfer agent and AMID a broker representation letter providing to the transfer agent and AMID any information AMID deems necessary to determine that the sale of the Purchased Units is made in compliance with Rule 144, including a certification that the Purchaser is not an Affiliate of AMID and regarding the length of time the Purchased Units have been held. Upon receipt of such representation letter, AMID shall promptly direct its transfer agent to exchange unit certificates bearing a restrictive legend for unit certificates without the legend (or a credit for such shares to book-entry accounts maintained by the transfer agent), including the legend referred to in Section 4.8, and AMID shall bear all costs associated therewith. After the Purchaser or its permitted assigns have held the Purchased Units for one year, if the certificate for such Purchased Units still bears the restrictive legend referred to in Section 4.8, AMID agrees, upon request of the Purchaser or permitted assignee, to take all steps necessary to promptly effect the removal of the legend described in Section 4.8 from the Purchased Units, and AMID shall bear all costs associated therewith, regardless of whether the request is made in connection with a sale or otherwise, so long as the Purchaser or its permitted assigns provide to AMID any information AMID deems necessary to determine that the legend is no longer required under the Securities Act or applicable state laws, including a certification that the holder is not an Affiliate of AMID (and a covenant to inform AMID if it should thereafter become an Affiliate and to consent to exchange its certificates for certificates bearing an appropriate restrictive legend) and regarding the length of time the Purchased Units have been held. 
Section 7.7 Entire Agreement. This Agreement, the other Operative Documents and the other agreements and documents referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or the other Operative Documents with respect to the rights granted by AMID or any of its Affiliates or the Purchaser or any of its Affiliates set forth herein or therein. This Agreement, the other Operative Documents and the other agreements and documents referred to herein or therein supersede all prior agreements and understandings between the parties with respect to such subject matter. 
Section 7.8 Governing Law. This Agreement will be construed in accordance with and governed by the laws of the State of New York. 
Section 7.9 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. 
Section 7.10 Termination. 
(a) Notwithstanding anything herein to the contrary, this Agreement may be terminated at any time at or prior to the Closing by the Purchaser, upon a breach in any material respect by AMID of any covenant or agreement set forth in this Agreement. 
(b) Notwithstanding anything herein to the contrary, this Agreement shall automatically terminate at any time at or prior to the Closing: 
(i) if a statute, rule, order, decree or regulation shall have been enacted or promulgated, or if any action shall have been taken by any Governmental Authority of competent jurisdiction that permanently restrains, permanently precludes, permanently enjoins or otherwise permanently prohibits the consummation of the transactions contemplated by this Agreement or makes the transactions contemplated by this Agreement illegal; or 
(ii) if the Closing shall not have occurred by April 30, 2015. 
(c) In the event of the termination of this Agreement as provided in this Section 7.10, this Agreement shall forthwith become null and void. In the event of such termination, there shall be no liability on the part of any party hereto, except as set forth in Article VI of this Agreement; provided that nothing herein shall relieve any party from any liability or obligation with respect to any willful breach of this Agreement. 
Section 7.11 Recapitalization, Exchanges, Etc. Affecting the LP Units. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all equity interests of AMID or any successor or assign of AMID (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or in substitution of, the LP Units, and shall be appropriately adjusted for combinations, recapitalizations and the like occurring after the date of this Agreement and prior to the Closing. 
[Signature pages follow.] 


IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written. 


	
	
	American Midstream Partners, L.P.

	 

	By: American Midstream GP, LLC

	Its General Partner

	 

	By _/s/ Daniel C. Campbell ___________

	Name: Daniel C. Campbell

	Title: Senior Vice President and Chief Financial Officer








	
	
	Magnolia Infrastructure Partners, LLC

	 

	By _/s/ Daniel R. Revers _____________

	Name: Daniel R. Revers 

	Title: President 










Signature Page to Unit Purchase Agreement



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