Purchase and Sale Agreement



 Exhibit 10.31 
 Execution Version 
  

			
	Bradley D. Hutchison

Manager Midstream Assets
	  	




	Marathon Oil Company	  	
	5555 San Felipe	  	
	Houston, Texas 77056	  	
	Telephone 713.296.3837	  	
	bdhutchisonl@marathonoil.com	  	

 Via Facsimile and Certified Mail, return receipt requested 

December 1, 2011 
 American Midstream
Partners, LP 
 1614 15th St., Suite 300 

Denver, CO 80202 
  

					
	 	Attention:	  	 	 Paul Ritzdorf

				 	William Mathews
				 	
	 	Re:	  	 	 Letter Agreement to Amend the Purchase and Sale Agreement


 Ladies and Gentlemen: 
 We are writing this letter to memorialize our agreement with respect to the matters discussed below. 
 In accordance with Section 12.8 of the Purchase and Sale Agreement, dated as of November 15, 2011 (the “Purchase Agreement”), by and between Marathon Oil Company and American
Midstream Partners, LP, the Parties hereby agree that this letter agreement (this “Letter Agreement”) shall amend the Purchase Agreement as follows: 
  

	 	•	 	 The first sentence of Section 3.1 “Purchase Price” is hereby replaced in its entirety with the following:



 “The purchase price for the sale and conveyance of the Assets to Buyer is $35,500,000 (the
“Purchase Price”), subject to adjustment under this Agreement.” 
 All references to the Purchase
Agreement shall be considered references to the Purchase Agreement as amended by this Letter Agreement, which may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute
but one agreement. Capitalized terms used but not otherwise defined herein shall have the meaning given to those terms in the Purchase Agreement. The Confidentiality Agreement, the Purchase Agreement, and the documents executed thereunder and the
Exhibits and Schedules attached thereto, constitute the entire agreement among the Parties pertaining to the subject matter hereof, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the
Parties pertaining to the subject matter hereof. In the event of a 







 Letter Agreement to Amend the Purchase and Sale Agreement 

Page 2 
 conflict between the terms of this
Letter Agreement and the terms of the Purchase Agreement, the terms of this Letter Agreement shall control. 
 Except as amended
by this Letter Agreement, the Purchase Agreement remains in full force and effect in accordance with its terms. 
  

			
	cc:	  	 Andrews Kurth LLP

		  	 600 Travis Street, Suite 4200

		  	 Houston, Texas 77002

		  	 Attention: Hal Haltom

		  	
		  	 Marathon Oil Company

		  	 5555 San Felipe Road

		  	 Houston, TX 77056

		  	 Attention: Beth Weinmann

		  	
		  	 Baker Botts L.L.P.

		  	 910 Louisiana Street

		  	 Houston, Texas 77002

		  	 Attention: Hugh Tucker


 [Signature page follows] 







 Letter Agreement to Amend the Purchase and Sale Agreement 

Signature Page 
 IN WITNESS
WHEREOF, this Letter Agreement has been signed by each of the Parties as of the date first above written. 
  

			
	MARATHON OIL COMPANY
		
	By:	 	/s/ Bradley D. Hutchison
	Name:	 	Bradley D. Hutchison
	Title:	 	Manager Midstream Assets


  

			
	AMERICAN MIDSTREAM PARTNERS, LP
		
	By:	 	AMERICAN MIDSTREAM GP, LLC,
		 	        its general partner


  

			
	By:	 	 
		
	Name:	 	  

		
	Title:	 	  










 Letter Agreement to Amend the Purchase and Sale Agreement 

Signature Page 
 IN WITNESS
WHEREOF, this Letter Agreement has been signed by each of the Parties as of the date first above written. 
  

			
	MARATHON OIL COMPANY
		
	By:	 	 
	Name:	 	Bradley D. Hutchison
	Title:	 	Manager Midstream Assets


  

			
	AMERICAN MIDSTREAM PARTNERS, LP
		
	By:	 	AMERICAN MIDSTREAM GP, LLC,
		 	        its general partner


  

			
	By:	 	Sandra M Flower
		
	Name:	 	 Sandra Flower

		
	Title:	 	 Vice President, Finance