THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR
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UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL
AGREEMENTS BETWEEN THE PARTIES.
6.6
GOVERNING LAW. THIS AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE
VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6.7
Payment of Fees. All fees payable under this Amendment shall be payable
in U.S. dollars in immediately available funds, free and clear of and without
deduction for any and all present or future applicable taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto
(with appropriate gross-up for withholding taxes). All of the fees described
above in this Amendment shall be nonrefundable for any reason whatsoever and
shall be in addition to any other fees, costs and expenses payable pursuant to
the Credit Agreement or any other Loan Document.
6.8
RELEASE. IN CONSIDERATION OF, AMONG OTHER THINGS, THE ADMINISTRATIVE
AGENT, THE COLLATERAL AGENT AND THE LENDERS' EXECUTION AND DELIVERY OF THIS
AMENDMENT, THE PARENT AND THE BORROWER, ON BEHALF OF ITSELF AND ITS
SUBSIDIARIES, HEREBY FOREVER AGREES AND COVENANTS NOT TO SUE OR PROSECUTE
AGAINST THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, ANY LENDER OR ANY OF
THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, SHAREHOLDERS AND "CONTROLLING
PERSONS" (WITHIN THE MEANING OF FEDERAL SECURITIES LAWS), AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS, AND EACH AND ALL OF THE OFFICERS, DIRECTORS, PARTNERS,
EMPLOYEES, AGENTS, ATTORNEYS AND OTHER REPRESENTATIVES OF EACH OF THE FOREGOING
IN THEIR RESPECTIVE CAPACITIES AS SUCH (COLLECTIVELY, THE "RELEASEES" AND EACH A
"RELEASEE") AND HEREBY FOREVER WAIVES, RELEASES AND DISCHARGES, TO THE FULLEST
EXTENT PERMITTED BY LAW, EACH RELEASEE FROM ANY AND ALL CLAIMS, ACTIONS, SUITS,
DEMANDS, CONTROVERSIES, TRESPASSES, JUDGMENTS, COSTS OR EXPENSES WHATSOEVER,
THAT THE PARENT, THE BORROWER, OR ITS RESPECTIVE SUBSIDIARIES, NOW HAS OR
HEREAFTER MAY HAVE, OF WHATSOEVER NATURE AND KIND, WHETHER KNOWN OR UNKNOWN,
WHETHER NOW EXISTING OR HEREAFTER ARISING, WHETHER ARISING AT LAW OR IN EQUITY,
AGAINST THE RELEASEES, BASED IN WHOLE OR IN PART ON FACTS, WHETHER OR NOT NOW
KNOWN, EXISTING ON OR BEFORE THE FIFTH AMENDMENT EFFECTIVE DATE, THAT RELATE TO,
ARISE OUT OF OR OTHERWISE ARE IN CONNECTION WITH: (I) ANY OR ALL OF THE LOAN
DOCUMENTS OR TRANSACTIONS CONTEMPLATED THEREBY OR ANY ACTIONS OR OMISSIONS IN
CONNECTION THEREWITH OR (II) ANY ASPECT OF THE DEALINGS OR RELATIONSHIPS BETWEEN
OR AMONG THE PARENT, THE
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BORROWER AND THE OTHER LOAN PARTIES, ON THE ONE HAND, AND ANY OR ALL OF THE
RELEASEES, ON THE OTHER HAND, RELATING TO ANY OR ALL OF THE LOAN DOCUMENTS OR
TRANSACTIONS CONTEMPLATED THEREBY.
[signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first written above.
AMERICAN MIDSTREAM, LLC,
as Borrower
By: /s/ Daniel C. Campbell
Name:
Daniel C. Campbell
Title:
Senior Vice President &
Chief Financial Officer
AMERICAN MIDSTREAM PARTNERS, LP,
as Parent
By: