EX-10.2


 Exhibit 10.2 

AMENDMENT TO THE 

SOUTHCROSS ENERGY PARTNERS, L.P. 

NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN 

WHEREAS, Southcross Energy Partners GP, LLC, a Delaware limited liability company (the “Company”) has previously established
the Southcross Energy Partners, L.P. Non-Employee Director Deferred Compensation Plan effective March 7, 2013 (the “Plan”) for the benefit of
non-employee directors of the Company; and 
 WHEREAS, the Company has entered into that certain
Agreement and Plan of Merger, dated as of October 31, 2017, by and among the Company, Southcross Energy Partners, L.P., a Delaware limited partnership of which the Company is the general partner (the “Partnership”), American
Midstream Partners, LP, a Delaware limited partnership (“AMID”), American Midstream GP, LLC, a Delaware limited liability company, and Cherokee Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of
AMID (“Merger Sub”) (the “Merger Agreement”) pursuant to which AMID will acquire control over the Partnership through the merger of the Partnership with and into Merger Sub; and 

WHEREAS, pursuant to Section 5.14(d) of the Merger Agreement, the Company is required to terminate the Plan and liquidate each
Participant’s Account (as such terms are defined in the Plan) in a lump sum cash payment within thirty (30) days prior to Closing (as such term is defined in the Merger Agreement); and 

WHEREAS, the Company has the authority to amend or terminate the Plan with the written consent of each affected Participant under
Section 7.2 thereof; and 
 WHEREAS, each Participant has consented to the termination of the Plan and liquidation of his or her
Account (as defined in the Plan), as evidenced by the execution of this Amendment below. 
 NOW, THEREFORE, the following amendment is
hereby made, and shall be effective on the date executed below. 
  

	  1.	A new Section 6.4 is hereby added to the Plan, effective as provided therein, to be and read as follows: 


“6.4 Termination and Liquidation in Connection with Merger. In connection with that certain Agreement and Plan of Merger, dated as
of October 31 2017, by and among the Company, the Partnership, American Midstream Partners, LP, a Delaware limited partnership (“AMID”), American Midstream GP, LLC, a Delaware limited liability company, and Cherokee Merger Sub LLC, a
Delaware limited liability company and a wholly owned subsidiary of AMID (“Merger Sub”) (the “Merger Agreement”) pursuant to which AMID will acquire control over the Partnership through the merger of the Partnership with and into
Merger Sub, and in accordance with Section 1.409A-






 
3(j)(4)(ix)(B) of the Treasury Regulations, governing termination and liquidation of certain nonqualified deferred compensation arrangements in connection with Change in Control (as defined under
Section 1.409A) events, the Plan is terminated effective as of one (1) business days prior to the Closing (as defined in the Merger Agreement) (the “Termination Effective Date”). Notwithstanding any contrary provisions herein,
each Participant’s Account in the Plan shall be liquidated and paid to the Participant or his or her Beneficiary, if applicable, in the form of a lump sum cash payment as soon as practicable following the Termination Effective Date, but no
later than the Closing Date (as defined in the Merger Agreement). For the purpose of avoiding ambiguity, any portion of a Participant’s Account attributable to Equity Compensation shall be paid in the form of cash, regardless that it would
otherwise be payable in the form of Units under Section 6.1 of this Article VI.” 
 [Remainder of page intentionally left blank.
Signature page follows.] 






 IN WITNESS WHEREOF, with the consent of each affected Participant, the Company has caused this
instrument to be executed this 31st day of October, 2017. 
  

			
	SOUTHCROSS ENERGY PARTNERS, L.P.
		
	By:	 	SOUTHCROSS ENERGY PARTNERS GP, LLC
		 	Its general partner
		 	


  

			
		
	By:	 	/s/ Bret M. Allan
	Name:	 	Bret M. Allan
	Title:	 	Senior Vice President and
		 	Chief Financial Officer


  
  

			
	PARTICIPANT
		
		 	/s/ Bruce A. Williamson


 
			
	Bruce A. Williamson


  
 Signature Page to 

Amendment to Non-Employee Director Deferred Compensation Plan